A New Wielder of the Omnitrix
by L-Blaze91
Summary: The Omnitrix has mysteriously appeared to another person. Will she be able to handle the responsibility of the most powerful device in the universe? Can she keep it out of the hands of those who would abuse its power?
1. Appearance

_===Disclaimer: I don't own anything that comes from the series. My own characters are my own. If you can't tell what is and is not mine, then why are you reading a story about a series (that isn't mine) that you obviously don't know about? If you know what is and isn't my own creations, then you know what it is that is not mine and that I do not claim to be mine ...You heard me.===_

Chapter 1: Appearance

Rain clouds were starting to form in the sky above. Jen was going to her friend's house after school, and she wanted to get there before getting drenched. She picked up her pace and began zipping up her jacket. "Ohh, come on. Not yet. Wait 'til I get there, please," she begged the sky. "Stupid weather forecasts are never right anymore..."

The wind started to pick up. The trees were all beginning to bend in the wind. "Oh great, it's gonna be a big one again, isn't it?" Something felt odd to Jen, though; the surrounding air felt strangely charged with energy. She stopped and looked around for a bit. A low rumbling sound rang in her ears. The sound increased in intensity. Jen turned all over, trying to see what was making the noise. A powerful gust came and then, out of nowhere, a bright flash of yellow light filled the area. Jen covered her eyes to keep from being blinded.

Then everything went quiet. Jen peeked through her arms, then lowered them. The light had vanished. The wind had died down again. The strange feeling was gone. She brushed her hair out of her face and stood up straight again. She looked everywhere around her – everything was fine.

"Well, that was weird..." Jen surveyed the area again, but all was as it should be. Nothing was out of place. She shrugged and continued on to her friend's house. Not too long after, though, she saw something on the ground that caught her attention. A small, green object laying out on the side of the road. She bent down and picked it up to inspect it closer.

"A watch?" She looked it over and determined it had to be exactly that. It had a round face, like a watch. It had a green strap with a black stripe coming out of either side, like a watch would have. It didn't have any hands on the face, though, and it didn't look like a digital watch, either. Instead, it had a green hourglass-shaped symbol on it. "A weird looking one," she commented. She pressed a small button on the side of the face, but nothing happened. "Must be broken. Kind of a waste to just throw it on the road, though. It seems pretty fancy for a watch. Or it's a kid's toy..." She kept staring at it, as if it was much more important than it seemed. A raindrop landing on her hand snapped her out of it. "Oh, great! Guess I'll just hang on to this. It could make for an interesting bracelet or something at least." She put the watch into her jacket pocket and ran off to her destination.

* * *

The doorbell rang. "Coming!" Kelly got up and ran over to the door. She opened it to find a dripping girl on the other side. "Hi, Jen! Looks like you got a little wet."

"Yeeeahhh... a little..." Jen replyed.

"Come in," chuckled Kelly, "I'll grab you a towel."

After Jen dried off, the girls went down to the basement to talk about boys and other stuff and then watch their favorite show on television. After the show was over, they started talking again. Jen was telling Kelly about her trip over with the strange event.

"Whoa, crazy. And it just stopped? Nothing else happened?" Kelly asked once Jen finished.

"Nope. Everything was just the way it was before. Nothing out of the ordin-," Jen stopped for a second. "Oh! Wait! I did find something kinda interesting a little after. I'll go grab it. Be right back." She went back upstairs.

Jen returned with the green watch in her hand. "Here, look at this. It looks like some kinda watch, but it doesn't look like it tells time."

Kelly checked the watch out. "Pretty color. It doesn't tell time? Does it do anything else?"

"Not so far. The battery must be dead or something." Jen placed the watch onto her left wrist and fastened the strap. "Well, how's it look? I figure if it can't be fixed, I could just use it as a bracelet or whatever."

"Eh, maybe not for every day. Looks a little too... unique for that."

"Yeah, I guess I could wear it for some Halloween party some time or something like that." She tried to take the watch off her wrist, but she couldn't unfasten the strap. "Ungh. I think it's stuck."

"Stuck? Just undo the strap. You put it on, just do it all backwards," Kelly leaned closer to get a good look.

"Uh, duh, I've tried already. It won't come off." Jen struggled to get the thing off her arm, but it absolutely would not budge. She tried prying and pulling, but nothing she attempted caused it to become any looser. She grabbed the face by its edges and started pulling on that. Her hand came back down onto the face when she stopped pulling for a moment. Then she began to pull again. Her thumb hit one of the buttons on the side and the watch face suddenly lit up. Her hand slammed back down on it and the device suddenly let out a bright flash of green light.

Jen felt strange. She could feel slight movement throughout every part of her body, especially all over her back. The sensation continued for a few seconds, then disappeared until only her back felt strange still. "Ooh... I just felt really weird for a bit there...," she said, her voice seeming a little deeper than usual.

Kelly then let out a loud scream. Jen winced at the shrill sound and looked to see what made her friend do that. She saw Kelly staring at her with a very shocked and slightly frightened look on her face. Kelly pointed a shaky finger at her and said, "Wh-what happened to you?!"

Jen was surprised at hearing this. She reached out her hand to calm her friend down. Then she noticed her skin was a greyish-brown color and she only had three, claw-like fingers and she let out a small scream, too. She stood up and looked at her now mostly bare legs; they were the same color as her hands. She ran over to the full-body mirror on the wall across the room and looked at herself in it. Her entire body had this greyish-brown color. Her hair was longer and colored an orange-red. Her eyes had gotten more narrow and their color had changed from their normal blue to a bright green. Even her clothes were different; instead of her T-shirt and jeans, she was wearing a sleeveless one-piece suit over her entire torso. But most startling of all was the large wings and slender tail she now had on her back, which appeared almost like those seen on a dragon in drawings.

"What am I?!?"

* * *

_A/N: Well, this is my first attempt at writing. I'd really appreciate it if you would tell me how you like it. And if you have any advice on how I could write better, I'm all ears. Well, eyes, I suppose it would be in this situation... Thanks for reading, and I hope you read on. I'll try to add new chapters as soon as I can, if this gets off to a good start._


	2. Adjusting

===_Disclaimer: I do not own stuff that actually comes from the series. Anything that isn't from there is probably mine.===_

Chapter 2: Adjusting

"Okay, what the heck is going on here??" Jen was freaking out – she had completely changed into some kind of monster. "What happened? There was a green flash, then I felt weird, and now I look like some kind of freak!!"

Kelly was still a little shocked, but had calmed down a bit. She knew that this was still her best friend from first grade, so she had nothing to fear. "You look mostly human still. Besides the wings and claws and tail... I just don't get it... There's no way something like this could just happen. It doesn't make any sense."

"Oh, no, you don't say? Of course it doesn't make any sense!" Jen held her now claw-like hands in front of her face and stared at them, confused and scared.

"Calm down, Jen. Do you feel fine, aside from looking completely different?"

"Well... Yeah, I guess I'm alright. I can feel my... wings and, uh, tail. That's a little strange, still..."

"Okay, that's good. As long as you're not hurt or anything." Kelly noticed something, "Hey, look at that! That symbol from the watch is on your chest!"

Jen looked down. Sure enough, the hourglass shape from the face of the watch was on the left side of her chest. "You think that watch had something to do with this?"

Kelly made a face like she was thinking hard. "I can't understand how it could, but it looks to be the case. Hey, can you move those things?"

"Kel, I'm kinda dealing with more serious problems here."

"Oh, come on. It's worth trying. You should find out if you could, like, fly with them or something. Who knows how long you could be like this? Maybe permanently! You should find out just in case." Kelly was quite interested in seeing what Jen could do now, despite her friend's predicament.

Jen sighed, "Not really helping, Kelly. But fine, might as well try." Jen felt where her wings attached to her back and tried flexing the muscles back there. One of them twitched a little and the other one opened wide. Jen leaned toward the side of her open wing and tumbled over. "Whoa, hard to control these things."

"Use your tail," Kelly suggested, "It'll help you keep balance."

"Never, ever expected to hear someone telling me to use my tail to help me flap my wings..." Jen got up and tried to move her tail. It swiftly swung to one side, then the other. "Ah, geez! This thing is crazy!" She started to gain some more control over it, though, and was pretty soon able to move it however she wanted. "Okay, let's try this again." She attempted to move her wings. One stretched out further than the other again, but this time she moved her tail in the other direction and was able to keep her balance better. She then opened the other one and let her tail straighten out.

"Sweet! You did it!" Kelly cheered.

"Yeah," Jen said, amazed. "It still feels really stra- whoa!" She folded up one wing faster than the other and toppled over again. Kelly helped her up. "Thanks."

"No prob. Hey, what do they feel like? Are they like, scaly or skin-ish? Can I touch them?" Kelly said enthusiastically.

Jen pushed her away a bit. "Okay, now you're just getting weird."

Kelly laughed, "Okay, fine." A thought occurred to her: "Does that thing come off now? There's no strap anymore."

"Oh, good question. I didn't think of trying." Jen hooked her claws onto the edges of the symbol and pulled, but nothing happened still. "Nope. Still stuck."

Just then, a door upstairs was heard opening. "Crap, my mom's home!" Kelly said. "Hide in the bathroom!" Jen rushed into the downstairs bathroom and maneuvered her wings and tail so she could shut the door.

"Kelly, I'm home," her mother said from the top of the stairs. "It's really pouring out there. Is somebody over?"

"Hi, mom! Yeah, Jen's here." Kelly replied.

Her mother came down the stairs. "Where is she? I saw her jacket up there."

"She's in the bathroom, mom..." Kelly said. She loved her mom, but sometimes she just checked into things too much.

"Oh, okay. Hello, Jennifer!" Kelly's mom shouted.

"Uh, hi, Mrs. Daniels." Jen said from in the bathroom, trying to make her voice sound more normal than it currently did.

"Well, I'll leave you girls alone. She should probably spend the night here if this rain doesn't let up." Mrs. Daniels headed back upstairs.

"'Kay, mom." Kelly waited until she was all the way up before knocking on the bathroom door. "Okay, she's gone. You can come out now."

Jen opened the door and walked out, stretching. "Phew. It's way too cramped in there."

"You hear what she said?"

"About staying the night? Yeah. Probably the best idea. I don't think I could go home looking like this." The girls sat back down on the floor by the TV. "Might as well find something to watch. Don't want to mess around with these things anymore and draw attention from your mom."

A few minutes into the show they were watching, the symbol on Jen's chest began flashing. She glanced down at it. "Huh?" Another bright green flash emanated from the symbol and enveloped her body. The strange sensations returned and went away again. Kelly let out another scream. "Geez, you gotta stop doing that without warning."

"No – Jen! You're you again!" Kelly was smiling and laughing and hugged her best friend.

"Seriously?" Jen got up and ran to the mirror again. She had returned to normal. Her hair, her skin, her clothes – everything was once again as it should be. "Awesome!"

"Are you girls alright? I heard screaming," Kelly's mom shouted from upstairs.

"We're fine, mom," Kelly yelled back, rolling her eyes, "Just something on TV!"

Jen stared at her hands again. She never felt so happy to see them. "I guess it was all temporary. Oh god, I'm so relieved. I couldn't imagine being like that forever."

"You think you can turn into that thing again? You know, for fun?" Kelly inquired.

"Dunno," Jen answered. She tried pushing the buttons and the face of the watch again. "It's not working again."

"Oh well, guess it has to recharge or something."

Jen stopped messing around with the watch. "Not like I'm really eager to change back into that. I just want to be me for now."

The girls watched some more TV and talked a bit more before getting ready for bed. They were both looking forward to sleeping after the crazy stuff that happened today.

* * *

A green blip vanished from a monitor. "Sir, the signal has ceased. It appears to have powered down."

"So, somebody else has come across the Omnitrix before we were able to commence recovery of it... Well, this shouldn't be a problem. As long as it remains out of Tennyson's hands. We shall strike while this individual is new at using it. They should pose no threat to our operation. Send an assault and recovery drone at once."

"Yes, sir," came the response.

"Soon enough, the Omnitrix will belong to me."


	3. Secret

_===Disclaimer: Anything from the show – yeah, that stuff isn't my creations. Anything not from it – those would be mine.===_

Chapter 3: Secret(s)

School was almost over. Jen kept glancing up at the clock, waiting for the bell to ring. That morning, she and Kelly decided they should wait until after school before trying to see what the watch would do, in case it didn't wear off before they had to leave for school. Though she was a little apprehensive about using it more, she was also quite curious as to if it would work again. And now she was anxious to test it out. Not to mention tenth grade was really getting on her nerves by now, and she wanted it to be over for now.

Once the final bell rang, Kelly met up with her and they headed to the back of the school.

"Okay, we'll wait here until everyone has gone home," Jen said. "Then we'll try it again; see if I can use those wings for something other than falling over."

Kelly laughed a bit at this. Then she had an idea: "Should we let Matt in on this? He's pretty interested in strange stuff. He would love to see this thing in action."

Jen thought for a bit. Matt was very good at keeping a secret if it was required of him. And he was very fascinated with all kinds of mysterious things. "Okay, if we can find him before he leaves."

"No problem," Kelly said, "He's right over there." She pointed to the end of the wall. Just as she said, their friend Matt was standing right there, watching them talk quietly amongst themselves.

"Oh, hey, Matt!" Jen said, a little unnerved by him just being there as they were talking about him.

Matt walked over to the two girls. "I thought I saw you ladies heading back here. You usually only come here when you're either plotting something or trying to keep a secret." The girls smiled; he could read them so easily, it was creepy. "So, what is the big secret?"

Kelly spoke up right away, "Jen found this weird watch, and we were gonna-" Jen placed her hand over her friend's mouth.

"Hey, my watch, I get to tell him." Kelly made a pouty face, but let Jen explain it.

"Watch?" Matt asked, curious.

"Yeah," Jen responded, "I found it on the side of the road yesterday, right after some really crazy wind and a bright flash. It didn't work, so I just decided to hang on to it in case I found a use for it."

"And what's so weird about it?"

Jen and Kelly looked at each other, then checked around each of the corners of the wall. Only a couple people were left on the school grounds. It was Friday, so everyone was eager to get away from education and start their weekend. Most of the teachers' cars had gone by now, too, leaving only the few who worked at the school late into the early evening.

"Okay, we'll show you what it does. Just don't freak out or anything," Jen quietly said, "I wanna keep this a secret from as many people as I can, for now, at least."

"Alright, I'm watching," Matt calmly replied.

Jen pulled her left sleeve up a bit. "Now, what was I doing when it happened before? I think I might have hit this button..." She pressed the button on the side of the watch face and the watch lit up. Matt looked quite interested already. "...and then I'm pretty sure my hand hit down on it." Jen slammed her hand onto the watch and it let out a bright green flash.

She began feeling strange sensations course through her body again, but they were different from before. She could feel her entire body moving in odd ways, almost as if she was becoming fluid in nature. Her body started melting into a puddle, alarming her greatly. Then a small, metal object split off from her and began floating above her. She could feel herself taking form again underneath the floating machine.

The flash of light dissipated. Matt and Kelly stared in awe at what they saw before them, Matt was especially amazed. Jen had taken the form of a bright green, slim, yet blobby and gooey figure. She had only green eyes on her face and her head seemed spiked, yet not very solid. One shoulder also seemed spiky while the other was more blobby in shape. A little machine hovered over her head, appearing to be the reason for the spiked appearance, as if it were holding her form together. The hourglass symbol of the watch was in the middle of her chest. Matt was utterly astonished. Never in his life had he seen anything like this. However, another thought was going through his mind, as well.

"Whoa! Jen! You're something else this time!" Kelly shouted.

"Not so loud, Kel," Jen cautioned, her voice sounding rather high-pitched and slightly garbled, "We don't want any attention."

"Oops, sorry," Kelly said, covering her mouth and lowering her voice. "It's just so crazy."

Jen looked over at Matt. He seemed to be thinking about something. "Matt?" she asked. "What do you think? It didn't freak you out or anything, did it?"

"Huh?" Matt snapped back to attention. "Oh, no. Surprised, amazed, but not freaked out. It's really quite intriguing."

"Cool. I knew it wouldn't bother you too much. You live for this kind of stuff," Jen said happily.

"I'll be right back. Gotta go take care of some 'business'," Matt said, chuckling lightly.

"Okay," Jen replied. "Hurry back!"

"Wow, you're all glooby," Kelly said to Jen. "Can you move around like a glooby thing?" Matt began walking away while Kelly continued asking questions.

* * *

Matt entered the bathroom. Numerous questions and thoughts raced through his mind. What exactly was that? How did it come to Jen? What else could it do? Would it attract unwanted attention? Would he be able to protect her from what could soon be coming? "That thing seems familiar to me," Matt spoke to himself aloud, "but why can't I remember it?"


	4. Attack

_===Disclaimer: I OWN NOTHING!!! Except for what is my own ideas. But if it concerns things from the actual series, then I OWN NOTHING!!!===_

Chapter 4: Attack

Kelly was watching with glee. The hovering device was floating around through the air, and the blobby green goo that was currently Jen's body was floating through the air behind it. "Wow, Jen, you're really good at controlling that thing."

Jen stopped and allowed her body to reform. "Yeah, this is actually pretty simple compared to the wings. It feels more like I control the thingy than my body." She stretched her arm out and swirled it around, making a stringy shape in the air. "Ha, this is awesome!"

A crash suddenly rang out from the other side of the school. Kelly and Jen turned their heads in that direction and then looked at each other. Kelly ran around the corner and headed to the other end of the building. Jen caused the device to pull her up into the air and over the building, to avoid being noticed if anyone were around. On the other side, they saw large a metal object had crashed into the school grounds. Jen landed next to Kelly. "What is that thing?"

"I don't know," Kelly said.

A part of the object popped open, obviously a door. Then a mechanical creature stepped out of it. It was roughly 10 feet tall, seemed to have tank-like treads attached to its legs, and had four large, metal arms. It spun its head around, scanning the area over. Then it noticed Jen and began moving towards her. "Run!!" Kelly screamed. She and Jen turned and took off running in the direction they had just come. The machine folded its legs into the treads and began rolling after them at a very high speed.

"It's coming after us!" Kelly yelled. One of the machine's arms extended and slammed down just beside the girls, causing them to scream.

* * *

Matt splashed water on his face. He had decided that he would keep his questions and thoughts out of his head for now and try to figure things out at a later time. Right now, he had to get back to his friends. Just then, he heard a loud crash and screaming. He rushed out the door and to the school's entrance. Upon getting outside, he saw a large machine with an arm extended on the ground. And in front of the machine were Jen and Kelly, running from the massive metal monster. He ran out to the machine and started shouting.

"Hey! Down here! You wanna pick a fight? Fight me! Leave them alone! They haven't done anything!" The machine retracted its arm and turned its head to analyze this new subject.

Jen stopped and turned around. She saw Matt drawing the giant machine's attention. "Matt!!" she screamed, "Get away from it! Run!"

"Jen! Wrap yourself around its arms! It needs them to fight! If you can pull them off, it won't be able to do anything!"

Matt's plan sounded like a good idea. "Kelly, get somewhere safe. I'll take care of this thing."

"Be careful," Kelly had a concerned look, but did as she was told anyway.

Jen pulled herself through the air back toward the hulking machine. She moved to one of its arms and wrapped herself around it. She pulled the device away from the machine and eventually, her body followed, still constricting around the arm. The arm slowly tore free from the body of the machine, exposing wires and dripping fluid.

"Alright! I got one down." Jen moved on to the next and did the same. Now the machine had noticed her again.

"Hey! I'm not done with you yet! Don't pay attention to her!" Matt desperately tried to make the machine ignore Jen, but it wasn't going to lose sight of its primary target again. It swung out and sliced through Jen's body. Kelly screamed from her place around the wall at the back of the school. Matt stared in horror as the green goo spilled all over the ground.

The device hovered over the puddle and pulled it back up into the air again. After swirling around a bit, Jen reformed herself. "Oogh... that was not very fun," she muttered to herself. Matt breathed a sigh of relief. "Okay," she said angrily, "now I'm mad!" Jen lifted herself up and flew into the opening one of the arms left in the machine's side. She manipulated the device on the outside of its body to drag her throughout the thing's insides. She split herself up between both remaining arms and forced her body to expand. The arms began to spark and then suddenly burst into hundreds of pieces. Jen reformed next to Matt and watched the machine. It realized that it had lost and turned to retreat back to the ship it came from. However, the damage inflicted to it was causing it problems. It slowed its movement until finally stopping in its tracks.

A noise came from the front of the school again, and the ship rose up into the air and moved to over the disabled machine. A beam of light shot out from an opening on the bottom and the various parts of the machine were pulled aboard. After everything was gathered up, the ship rose higher into the air and zoomed away into the sky. Kelly ran to meet up with the others just as it left.

"Well, there goes that," Matt commented. Jen's body flashed again and she reverted back to her normal form. "It must have been drawn to that alien form you turned into and-..." Jen and Kelly were staring at him with suspicious looks.

"Alien? What makes you say I was an alien?" Jen asked, a little angry that her friend was obviously hiding something. "And how did you know so much about that machine? Or how I could fight it? You weren't with us when I was learning how to move around." Matt looked at the two girls. He knew he had to figure out a way to explain what he'd said.

* * *

"Sir, our assault and recovery drone has ceased functioning. It appears to have taken heavy damage."

"This new wielder of the Omnitrix appears to have some skill. Or some help. We must acquire further information on this human if we are to successfully retrieve our prize. We cannot fail. I must possess the Omnitrix for myself."


	5. Explanation

_===Disclaimer: All things from the Ben 10 and/or Ben 10: Alien Force series do not belong to me. They belong to those they really belong to. Which is not me. Although I may own something from it... But more realistically, I don't.===_

Chapter 5: Explanation

Jen and Kelly continued staring at Matt, waiting for an answer as to how he knew so much about what all just happened. Matt was thinking hard about what to do next, glancing nervously between the miffed girls.

"Well, Matt? Mind explaining some things?" Jen had her arms crossed and was tapping her foot impatiently.

"Um... well...," Matt began to say. As he cleared his throat, sirens became audible nearby. Two police cars and a fire truck drove up to the school as a couple of teachers ran outside in a panicked state.

"Oh, thank goodness you're here," one of the teachers could be heard saying, "The sound came from the north end of the building. I swear, it sounded like a massive explosion or a crash of some sort!" An officer and a pair of firemen went with the teachers to the front of the school. Another officer walked over to the teenagers.

"You kids see anything out of the ordinary here?" He asked them. The three of them looked at each other briefly and told the officer that they were just passing by. "Well, okay, then you'd better get out of here for a while. There's been reports of an explosion. You'd better let us look into this." The three teens nodded and started walking away.

"We'll stop at Mr. Smoothie and I'll explain things there. Okay?" Matt looked at his friends, hoping they would agree.

"Fine," Jen finally said, "But no more secrets."

"Oh, unless they're someone else's," Kelly chimed in. Jen simply gave a raised eyebrow look to her goofy friend.

* * *

Kelly came back to the table with two smoothies and handed one to Matt before sitting down with hers.

"I still can't understand how there can be so many Mr. Smoothy places all over the country. Some of their flavors are just messed up," Jen thought aloud. She had just grabbed some bottled water rather than try to force down one of those smoothies. After a few sips, Matt was ready to talk.

"Okay," he let out a sigh as he prepared to reveal one of his biggest secrets. "First off, I should explain something else I know about that will help make explaining the rest easier." The girls watched him as he began to tell his tale.

"There are all kinds of aliens out there. And a lot of different kinds have come to Earth before, for various reasons, and really, a lot of other planets too. Not all of them were accidentally brought here or just visiting; some were here to destroy, kill, enslave, and conquer." Jen and Kelly were watching with big eyes at hearing this. "An organization was formed to settle these problems, made up of highly skilled members, both human and alien. They called themselves 'The Plumbers'."

"Ew...," Kelly muttered. Matt continued.

"Both of my parents were actually a part of this organization. They had told me about the Plumbers before they were... well, you know..." The girls' faces grew sad at Matt's parent's being brought up. "They told me about all sorts of alien species and technology they had encountered in their times before I was born. I can still remember a good deal of what I was told. That creature you turned into is called a Polymorph, and I know all about how it can move. I was never told how one would react to being splattered into droplets, though – that really scared me for a moment back there. And that machine was designed for retrieving things and combating those who would try to stop it. That model's only means of attack is its arms."

"So that's how you know so much about that stuff... Wow!" Jen was amazed at all this new knowledge. Aliens, secret organizations... and her friend knew so much about it.

"Yeah. I would have told you guys sooner, but I just didn't know if I should have been revealing that information to anyone before."

"Aw, that's okay, Matty," Kelly said, "We understand. Don't worry about it." She smiled at him.

Jen looked at him again, "So do you know what this watch is, then? It's obviously some sort of alien gizmo."

Matt thought hard again, but something continued to allude him within his memories. "I know I've heard of something like it before, but I'm having a hard time remembering exactly what it was."

Jen looked a little disappointed. "Oh well. I'm sure it'll come to you in time. I guess it really doesn't matter too much, anyway."

"I do know, though, --" Matt stopped talking as the fire truck from the school sped by, its lights and sirens going. "Something's up."

The others watched it go by too, and saw it turning the corner. Then they noticed black smoke rising into the sky from an apartment building on the next block over. They all got up and ran to see what was going on.

* * *

Upon arriving at the scene, they saw several fire trucks spraying water onto the lower parts of the building. Much of the apartment building was engulfed in a blazing inferno. Many panicking people were gathered on the ground around it. The three ran up to some people and asked them if everyone was alright.

"I think there's a woman and her child inside there, still!" The woman replied. "They're up on the eighth floor! In that room up there!" She pointed to a balcony high up on the building. A woman holding a small child was on the balcony, trying to get some fresh air amongst all the dark smoke. "Some firefighters went in before, but the fire was too much for them. They're trying to put it out, but I don't know how much time they have left!"

Jen, Kelly, and Matt exchanged looks. "This is bad," Kelly said.

"Jen, do you think anything on that watch can do something to save them?" Matt suggested.

"I don't know!" She responded, freaking out a little. "I didn't even know it had more than one before earlier."

"Well, try it!"

They moved away from the crowd and got out of sight. Jen pulled back her sleeve and went to press the small button. "Come on, you better work this time." The watch lit up and a hologram of a human-like form appeared from the face. "Whoa, I never noticed that before," Jen said, surprised.

"Can you pick the flying thing and go up and save them?" Kelly asked hurriedly.

"I don't know! I'm still not sure if that thing _can_ fly yet. I should try the gooey thing and smother it out. If only I knew how to pick it!" Jen tried pushing the button again, but it just made the hologram flicker off and on again and again.

Matt pointed to the watch. "Does that thing have another button? Can you turn the face or something?"

Jen looked at it and tried to twist the watch face. The hologram changed to a large figure. "Okay, I think that'll work!" She twisted it again and it changed to display the blobby alien she was before. "Yes! Found it!" She raised her hand to press down on the face when an explosion suddenly came from the building, causing everyone to stumble a bit. The hologram flickered again. They glanced back at the apartments to see a room on the same floor as the woman and kid had had the glass blown out, and fire flew from of the opening and into the sky. Jen slammed her hand onto the face and the watch let out a green flash.

Rocky growths started to form along her arm and soon grew all over her body. She began to feel an intense heat come from within her body and flow to the surface. Her feet and face changed their shape and her head became engulfed in flame. The hourglass symbol was once again on her chest. The flash died down and her friends stared at her new appearance.

"Oh man, not _more_ fire," Kelly groaned.

"No, wait, this could work," Matt corrected her, "I don't know anything about this species, but if it's made of fire, you could easily go through the building without getting hurt."

"Alright, I'm gonna go in there now," Jen said in a sort of scratchy voice as she ran off towards the burning building. "I just hope I can make it in time," she said to herself.

She ran past the crowd of people, eliciting frightened responses from them. She ran past the firefighters, being careful to avoid any water she came across, just in case. She then ran into the building and looked around for a second. Once she saw the stairs, she began climbing them as fast as she could possibly move.

Upon reaching the eighth floor, Jen tried to remember where the room with the woman was from the outside. She heard screaming from the other side of a nearby door and rammed into it, breaking it down. There, through the smoke, she saw out to the balcony and made her way to it.

"Hey!" she shouted to the woman over the sound of the fire burning, "Come with me! I'll get you out of here!" _Somehow_, she thought, realizing that they couldn't move through the flames she had just come through. The woman was scared at the sight of Jen, but agreed to listen to her. The child was covered in a blanket to keep smoke from being inhaled.

Jen thought for a moment, then held out her hand and formed a ball of fire at the end. She aimed toward the interior of the room and let it fly. The surrounding flames were pushed aside briefly by the movement. When Jen inhaled, she noticed that the flames were being pulled toward her hand and absorbed into her body. "Even better," she said out loud, then hoping that the woman couldn't hear her somewhat surprised words. She motioned for the woman to follow behind her. She held her hand out, absorbing any nearby flames into her as they went along.

Another door burst open and flames spewed out from inside the room. Jen jumped in front of it and drew all the fire into her body. She was feeling worn out from all the effort, but she knew she couldn't give up. She had to save these people's lives.

* * *

Matt and Kelly watched anxiously from the crowd. Jen had been in there a while and the woman and child had vanished from the balcony. Then they saw the fire at the entrance swirl around and a burning figure walked out from the building, followed by the woman with her child wrapped in a blanket. Everyone suddenly began to cheer loudly as the woman ran to a safer area away from the inferno. Matt and Kelly were cheering and jumping for joy as well.

Jen tried to walk away to rejoin her friends, but everyone's eyes were, obviously, on her now. She looked around and then up. She raised her hand into the air and shot a fireball straight upward. Everyone looked up to see what was happening. The fireball then exploded with a sharp pop and everybody looked back down to view this mysterious hero again, only to see that no one was there anymore. Kelly and Matt snuck away from the group of people and headed back to the Mr. Smoothie to wait, knowing Jen would likely show up to regroup there.

_A/N: Thanks for the reviews so far, those who have reviewed so far. This chapter's a bit longer, but I just couldn't stop. Hope it works fine._

_To settle one reader/reviewer's concerns: Rest assured, I had intended from the start to not reuse alien names from the show. Jen will not come up with the same names as Ben did. Heck, one of them would make absolutely no sense if it were kept the same, anyway. _

_Will update again soon!_


	6. Hero

_===Disclaimer: I think it should be pretty obvious by this point that I don't own anything from the series or claim to do such. And if it isn't apparent to you... well, then I can't help you.===_

Chapter 6: Hero

"There you guys are." Jen walked back to the table outside the Mr. Smoothy. Kelly and Matt were already seated there, sipping on their smoothies.

"What took you so long?" Matt asked. "We figured you'd come back here first thing."

"Well, after the watch wore off, I went to back to make sure that those people were alright. I thought you guys were gonna just wait there for me. Looked all over. Then came back here eventually and here you are."

"Sorry, Jen," Kelly said, "but we were still thirsty and we thought you would be too after all that fire." Kelly handed out her smoothie, "Want a sip?"

"Uh, no thanks," Jen replied. She sat down on the bench next to her.

"You did great back there, Jen," Matt complimented. "You're a real hero."

"I just did what had to be done. Those people would have died otherwise."

"Look at our modest little hero here," Matt said with a smirk.

Kelly stopped slurping her smoothie to point out: "You mean heroine."

"Eh, heroine sounds too girly to me...," Jen said. "Who knows, though. Maybe if I get to know this thing better, I can use it to help people. I mean, unless more killer robots attack, I don't really have much else to do with it."

"Oh, right – about that," Matt remembered he was trying to say something before going to the fire. "I think there very well could be more of those drones, or similar threats, that could come for that. Whatever it is exactly, it is clearly very powerful and it's definitely what that first machine was after."

Jen and Kelly were concerned. "So there's some alien or alien_s_ that want this watch?"

"Quite possibly. That machine that attacked you should be evidence enough of that."

"Do you think it's the original owners?" Kelly wondered. "I mean, Jen did say that it was just laying around. Maybe someone dropped it?"

"I don't think so, Kel," Jen countered. "I doubt someone would lose something like this that easily. Also, if it doesn't come off once it's on, then it would make even less sense that someone just dropped it."

"Good point," Matt agreed.

After a few more sips, Kelly got another of her ideas. "Ooh! You should name them!" Jen and Matt looked at her oddly. "You know, like some super hero identity! Like that fire one could be, like, Fireballman or something like that."

Jen thought about it for a second. "Hmm, not a bad idea. It would make talking about them simpler. And if I can use them to help out, it might be a good idea to have a name handy to use if someone ever asks. Also, I'm a girl, remember? No Fireballman..."

"Oh, right," Kelly giggled.

"Well, what other names can we come up with?" Matt started thinking of some. "How about just Fireball?" Jen shook her head. "The Torcher?" Jen gave a 'bleah' look to that one. "Flamethrower? Inferno Girl? Blazebuster? Heatblast? Burstfire?"

"Fireballwoman?" Kelly added in.

"No, Kelly," Jen laughed a bit. "Though I do like that last one, Matt. Burstfire..." She let the name echo in her head for a bit. "Yeah, that'll work just fine."

"We should probably be getting home soon," Kelly said, looking at her own regular watch.

"Yeah, get that homework out of the way so we can spend the rest of the weekend school-free," Jen said.

"Okay, then," Matt agreed. "How about we meet in the park early tomorrow morning? You could practice with that watch a little more before everyone starts showing up."

"Sounds good." Everyone got up, said good bye to each other, and starting heading to their homes.

* * *

A shadowy figure moved silently through the bushes outside the Mr. Smoothy late in the night. It rustled around, looking for something. The figure picked up a small machine from the ground.

"Mobility unit has malfunctioned," the figure spoke into a handheld device. "Stealth and surveillance units are still functional. Returning to command center." The figure snuck back into the darkness of night and a small ship took off into the sky shortly after.

* * *

Kelly was carrying her laptop as she hurried through the park. It was only 8:30 so almost no one was around, like Matt had predicted. "Hey, Matt!" she shouted as she ran up to her friend. "I found something that I wanted to show you guys. ...Hey, where _is_ Jen?"

"Look out below!!" a squeaky voice yelled out. Kelly felt something land on her shoulders for a brief moment before the weight was removed again. She lost her balance and started toppling forward. Matt caught her before she fell.

"Thanks," Kelly said, a little shaky.

"Oops... Sorry, Kelly," the voice said again. Kelly looked up and saw a small, furry creature on the grass next to her and Matt. The hunched over creature stood a foot tall and looked a little like a strange rabbit-lizard hybrid. It had long rabbit-like ears, but an oddly lizard-like face and short-medium brown hair. It had a short tail and only one small arm coming from its chest. The most notable feature was its rabbit-like legs, which were very large compared to the rest of its body.

"Jen? Is that you?" Kelly asked in confusion.

"Yep, that's her," Matt answered. "She _was_ going to try that winged alien again, but..."

"This one just looked so interesting," Jen finished with a squeaky giggle. "It's really fun, too!" At this, she jumped high into the air and over to a tree, landing on one of its branches. She then jumped from tree to tree, some over 25 feet apart, before landing next to the others just as the watch powered down and she reverted to normal. "Aw well..."

"Guys, I wanna show you this thing I found." Kelly opened her laptop and started looking for something on it.

"What is it?" Jen asked her.

"Just a sec... Okay, here it is." She turned the laptop to face her friends and let them watch. It was an old news report showing a fire being that looked very much like what Jen had become. "This is from when all those aliens were showing up all over the country that summer five years ago. It's the same kind of alien that you were!"

Jen and Matt watched the video with interest. "I heard about all that, but I never got to see anything about it," Matt said. "I was on vacation with my aunt and uncle in Australia that summer and everything seemed to stop happening just as school was starting up again. I never fully believed those stories, but I was curious about them."

"Yeah," Jen added, "I always thought those alien heroes were all just some really elaborate promotional thing for that crappy cartoon that came out that summer. I guess it's possible they were really real aliens after all. It really does look just like Burstfire. Maybe a bit taller, broader shoulders..."

"I know, right!" Kelly was very excited about her find. "And look on its chest."

Matt inspected the video closely. There was a circular object on the chest of the alien in the video, just like Jen had the watch face on her chest when she was Burstfire. "It looks similar, but it's hard to say for sure if it's the same thing," Matt determined. "It looks smaller than the symbol on Jen's chest...," he blushed a little at what he just said, "...and we can't see if it has the same design on it."

Jen took a look at it, too. "I dunno... There's no green on it. It can't be the same thing."

"Yeah," Kelly said, "but wouldn't that be crazy if it _was_ the same thing?"

People started showing up in the park by now. The three teens looked around them to make sure no one was within range of hearing their conversation.

Matt leaned in to speak quietly to the others. "Perhaps we should consider finding some place we can use continually in the future. Somewhere away from other people."

"Like a secret headquarters!" Kelly said excitedly.

"That might be a plan. I don't want this secret to get out. Who knows how people would react to it," Jen said.

"Okay then," Matt replied, "let's try to find somewhere that we can meet at from now on." The three of them got up and went to leave the park, in search of a location where they could keep their secret away from the public.

* * *

"Our surveillance drones are not suitable for this assignment, sir. This planet's gravity is too much of a strain on the drones' mobility units. We have already deployed stealth units down to the planet's surface to continue monitoring the human girl in possession of the Omnitrix."

"Very good. We cannot underestimate this human's abilities. We must have all the information on it that we can acquire. Then we will strike and retrieve what should rightfully belong to me."


	7. Hideout

_===Disclaimer: I really don't think I need to say it again, do I? ...Oh, I do? ...Okay, fine, just keep your lawsuit blaster away from me! *ahem* I do not own nor claim to own anything from the Ben 10 series, or the series itself. ...There, happy now?===_

Chapter 7: Hideout

Jen, Kelly, and Matt had been walking all around town in search of somewhere they could use as a meeting place, where they could hang out and Jen could practice with her newly-acquired power as much as she wanted. They had decided early on that it should be somewhere that is within a reasonable distance from each of their houses, but away from the general public.

"This is taking forever," Jen groaned. Her feet were sore and it was getting late. "We're never going to find a place to use. We've just wasted most of our Saturday."

"Well, we could always just make our own little hideout by those rock cliffs on the outskirts of town, like I suggested before," Matt said, "Not many people go out there and it's not too far a walk. But nooo, you didn't want to have to do any building."

"That was Kelly, not me," Jen retorted. "I'll build the whole thing myself if we can just stop walking now."

Kelly stopped and sat down to take a breather, and the others did the same. "Fine, we'll do that. Just as long as I don't have to do too much work. I hate getting sweaty."

They all agreed to go and make up plans for their secret base. After a short rest, they decided to make their plans at Matt's house and began to head there. As they walked down the street, they watched a couple of little kids playing on the opposite side while their mothers spoke with each other. After they had passed by, Jen heard a small creaking sound from behind them. She stopped and turned her head back to look back at the kids playing. She noticed there was a billboard on top of the building they were playing in front of, and that the billboard was starting to tilt forward, as if it was being pushed by someone. She realized that she wouldn't be able to run fast enough to get to the kids and their parents likely wouldn't be able to respond to a shout fast enough.

A green flash came from behind Kelly and Matt, and they stopped and turned around. Jen pulled the UFO-like device through the air towards the kids, dragging her gooey body in a blobby line behind it. She got to the children and wrapped herself around the two of them before moving off down the street a bit. The billboard came crashing down where the kids were just playing, causing the ground to shake and kicking up dust. The two women screamed and were looking frantically for their children. Jen walked over to them, a child in each arm, and placed them down in front of the relieved mothers. They grabbed their children and held them close to them, thanking the strange hero for saving their lives. But Jen wasn't paying attention; she wanted to know who caused the billboard to fall. She lifted the device straight up into the air and flew up over the top of the building. She landed on top and scanned around, but there was no sign of anyone.

About ten minutes later, Jen walked out of an alley toward her friends.

"Nice save, Jen!" Kelly exclaimed.

"They're both alright?" Matt and Kelly both nodded, pointing out that they had left a few minutes ago. "Good," Jen said.

"What were you doing on the roof?" Matt asked her.

"It looked like somebody must've knocked that billboard over. It didn't just fall by itself. I went up there to see if I could catch them, but... nothing," she said, shaking her head.

"Well, the kids are safe. That's what really matters." Jen nodded in agreement, and the three of them then set off again for Matt's place.

_ ------_

A figure wearing black clothing slowly became visible on the roof of the building, spying on the three teens as they walked away. It lifted a device to its face. "Surveillance report: The Omnitrix user has displayed once again its desire to save other humans' lives. Recommend taking advantage of this trait in order to acquire the Omnitrix. Returning to command." The figure then faded away again.

* * *

Matt and Kelly were standing around under a tree. They were at the stone cliffs outside town, discussing the construction of their secret HQ. Kelly checked her watch again. Then Jen came running up to them, short on breath.

"Sorry I'm late, guys," she said through gasps for air, "My mom asked me to run to the store and grab itch cream for Luke's chickenpox."

"How's he doing with those?" Kelly asked.

"Getting better. But until they're gone, I'm the one who has to run out and buy stuff while mom takes care of him," Jen explained, still panting a little. "God, I wish I was old enough to drive."

"'Kay. Now on to the hideout," Matt said, laying out the design they had all put together. "It could take a while to gather enough stuff to build all this. We should probably start by-"

"Oh, forget this," Jen interrupted, "I think I can get this done a lot faster." She pressed the button on the watch and began searching through the holograms. "You guys won't mind if we make a sort of cave base, do ya?" Kelly and Matt looked at each other, wondering what Jen had in mind. The watch concealed Jen in a green flash and when it died down, a large creature made up of boulders stood in her place.

"There we go," Jen said in a very deep, gravelly voice, "this should make things go a lot faster." Kelly and Matt watched as Jen began digging a hole into a protruding part of the stone cliff.

------

"Well, guys? Is this a work of art or what?" Jen stood, proudly looking around the cave she dug out. It was very large and had an opening in the ceiling to allow sunlight in.

"Well, this means I brought all those tools of my uncle's for no reason. But regardless, this is very impressive," Matt said, "especially considering you managed to do this in a way that the rest of the cliff wouldn't cave in on it."

"Oh... Yeah!" Jen responded, looking a little nervous. "I totally knew I was doing that."

Kelly was amazed at the place. "It's not very pretty, but I guess we can just fancy it up later. Plus, it could use some furniture. We've got some old furniture out in our garage just taking up space. We could grab some of that."

Jen laughed, "Yeah, okay. What good is a secret base without all the comforts of home?"

The three friends gathered up Matt's uncle's unused tools and placed them inside, then left to go grab a bite to eat.

* * *

"...and that's why we never have people over to our place for holidays anymore," Kelly said, concluding a very weird conversation.

They went inside their cave and finished up their hot dogs, before hearing cries for help coming from outside. They headed back out and saw a man hanging from the edge of the cliff a few yards away from the entrance.

"Help!!" he shouted again.

"He's going to fall!" Kelly yelled.

"Jen, see what you can do. Kelly, come help me get that sheet I brought with us. Maybe we can catch him if he _does_ fall." Kelly nodded in agreement and the two of them ran back inside while Jen ducked in briefly and started up the watch.

Jen ran back out in the form of the winged alien._ This had better work_, she thought. She lifted her wings and jumped into the air, pushing her wings downward as she did so. She continued flapping them, figuring out the best speed to remaining flying properly and using her tail to control her movement. She flew up toward the man as fast as she could. When she reached him, she grabbed around his torso.

"Let go! I'll get you back on the ground." She kept trying to pull the man free of the ledge, but he refused to let go. Then she noticed that he wasn't moving or screaming anymore. A sudden blast knocked her away from the cliff and she started falling out of the sky. She landed on the sheet held between Matt and Kelly and fell unconscious.

"Jen!" her friends screamed in terror as she reverted back to normal. They looked up to where the man was hanging to see someone wearing an armored suit standing on top, and the man becoming metallic and being transformed into a device and placed onto the mysterious person's back.

"Well, that worked out rather nicely," the armored stranger said, readying another device that sparked with energy at the end. "Now to grab what I came here for."

* * *

_A/N: Not entirely sure how well this chapter came out. I had a bit of difficulty making this long enough to be a whole chapter and I kind of ended up including a few lines that didn't accomplish much. Hopefully though, it all works out fine and I'm not going to run into an issue with writer's block already. Will update again soon if all goes well._


	8. Mercenary

_===Disclaimer: Ben 10? Not mine. Stuff from it? Also not mine. Ditto for Alien Force.===_

Chapter 8: Mercenary

"Jen!!!" Kelly screamed. Jen was lying unconscious in the sheet.

The mysterious armored being jumped down from his place on the cliff edge and began walking towards the teenagers.

"Step away from the girl," he calmly said to them, "She has something I want, and I have no reason to harm either of you, so long as you do not attempt to interfere with my operation." The sparking device in his hands began to hum with power.

"What do you want with her?" Matt asked angrily.

"I'm sure you know exactly what I'm here for: that device on your friend's wrist. I have orders to retrieve it by any means I see fit, and I shall do just that." He raised the device and glowing mechanical claws extended from the tip.

"Orders?" Matt questioned. "Who gave you these orders? Who do you work for?"

"I'm afraid that information is not something I am permitted to disclose. Now, if you would be so kind..."

"You're not taking the watch from her!" Matt picked a hammer up from the ground and prepared to attack.

The mercenary laughed. "You expect to defeat me? Quite amusing. I will give you a moment to reconsider your decision." Matt lunged at him, swinging the hammer with as much force as he could. The being simply sidestepped the assault. "I see... So be it." He slammed his arm into Matt's back, knocking the breath out of him and causing him to fall to his hands and knees.

"Matt!" Kelly cried out. Jen moaned and Kelly looked down to see her stirring. "Jen? Jen, are you alright?" Jen slowly sat up, rubbing her head.

"Ugh, what hit me?" She quickly regained full awareness upon seeing a tall armored figure standing over Matt on the ground. "Matt!" She stood up and began trying her watch. Nothing she did got any response from the device. "Rrrr... Stupid thing. Work!"

The mercenary's attention shifted to Jen. "Hm, quite a resilient specimen. Well, at least this will provide a slight challenge. It becomes rather dull when they don't put up a fight." He shoved the boy onto his side with his foot before turning to take on his main opponent.

Kelly screamed and Jen looked up from the watch. The strange person was walking toward her, a device glowing with energy in his hand. "Who are you? What do you want?"

"I have been hired to take that watch of yours. Simple as that." He stopped in front of the girls and looked down at them. "How I do so is up to you. Will you give up quietly and without incident? Or must I exterminate you to claim my prize?"

Jen glared fiercely at the mercenary. She wasn't going to let him have anything after what he did to her friend. "Kelly...," she whispered to the other girl, "...follow my lead, then go help Matt." Kelly nodded, careful to make it unnoticeable to the menacing figure. Jen bent down and grabbed hold of the sheet and Kelly did the same. They stretched it out between them and ran to either side of their aggressor, pulling hard in an attempt to knock him over. He let out a small laugh and tore the sheet down the middle. The girls stumbled as the sheet ripped, but they quickly recovered. Kelly ran over to Matt's side to assist him in recovering while Jen jumped aside and took off in the other direction.

"Running won't do you any good." The invader ran after her at a very accelerated speed.

Jen ran into the forest and crawled into the hollow base of a tree. She tried to get the watch to work again. "Come on, come on..." She could hear the heavy footsteps of the assailant walking among the trees. She continued desperately fiddling with the watch, sweating nervously.

"Come out, little girl. This could all be over a lot faster if you just show yourself now." He held an energy gun in his hand, ready to fire. Jen crawled out of the tree after he had passed and ran back in the direction of the hideout. He turned swiftly and fired a shot into the trunk of another tree, just narrowly missing his target. He pursued his prey once again.

When Jen arrived at the cliff again, she saw that the others were still there. _Matt must still be down, _she thought, worried that they could get hurt if they remained much longer. "Kelly!" she called out. Kelly looked over to her. "Get him inside the cave, out of the way!" Kelly helped Matt into the opening just as the armored figure showed up again.

"Really, this is getting to be tiresome. If you aren't going to fight, then just stand still and allow me to put an end to this game." He raised his gun to her.

"Fine," Jen said, her hands behind her back. "You want a fight?" She felt the watch face pop up as it activated. "Then you'll get one!" She slammed down on the face, letting out a flash of green light.

Her body coursed with energy and sparked with power. She shrank down to about a foot in height as her feet became pointed and circular stubs popped out of her arms. Her head became somewhat cylindrical, with two large green eyes and green electricity crackling from a round opening in the top. The watch's symbol appeared on her chest.

The mercenary was unfazed by the change in appearance and proceeded to fire a burst from his gun. Jen speedily moved out of the way of the blast. Then she jumped toward the being and landed on his shoulders. She stared fiercely into the visor of his headwear, seeing a three-eyed alien face through it. She then punched him repeatedly in the head before he grabbed her and threw her off.

"You're quite the annoyance," he said to her, "but you do not possess the skill to stop me from achieving victory in this battle." Jen grew angry at this and her eyes and hands sparked with electricity. She thrust her hands outward and a bolt of green lightning shot from them. The figure just barely managed to dodge the bolt. "Impressive," he said, sounding just the slightest bit shaken, "but not enough to save you."

The alien fired a rapid volley of energy bolts from his weapon. Jen jumped out the way, her body itself converting into a stream of electricity as she bounced off trees and rocks. She angled toward the assailant once again. Yet again, he dodged. However, he was not fast enough to get entirely out of her way, as she knocked the gun out of his hand. As he moved to recover the weapon, Jen ricocheted of another tree and directly into the armored suit. It began popping and crackling as the electricity from her body ran through it. Then various parts of the suit began to explode under the stress of the sudden power surge.

"No!!" the mercenary shouted. His body collapsed to the ground, unable to support itself. "My gravitational adapter has been destroyed!" Jen exited the armor and returned to her physical form.

"Looks like I do possess the skill to kick your butt after all," she said in a high-pitched, yet serious, electrically warbling voice. The defeated warrior tried in vain to stand and continue the fight.

"Don't think you've won, child. I have been ordered to acquire that device, and I will stop at nothing until I do." A ship hovered from above the cliff and stopped overhead. A beam of light shot out of the bottom and began to draw in the fallen assailant.

Matt and Kelly stood at the cave's opening. "Jen! Don't let him escape!" Matt yelled. Jen looked to her friend, then up at her enemy as the opening on the ship began to close.

"I will return for it," he said calmly to her as the doors nearly sealed. "And next time we meet, it shall be I who comes out the victor." The ship closed entirely and rose into the air before zooming away out of sight.

Jen reverted to her human self as her friends hurried over to her. "Sorry... I let him get away."

Matt looked into the sky, wishing that they had been able to detain the mysterious mercenary. "It's okay, Jen. There wasn't enough time."

Jen looked over to Matt and Kelly with a concerned look. "Are you guys alright? How are you doing, Matt?"

"I'm fine," Matt replied. "Just a little bruised, that's all."

"Well, um, you kinda zapped me a bit when you were jumping all over the place," Kelly said. "It felt tingly, but it didn't hurt or nothing. But, you know, since you asked and all..." Jen and Matt chuckled at their silly friend.

"Come on. Let's get outta here." Jen helped them gather up everything they brought out there and they all set off for home. But Jen was still thinking about the encounter today. She knew that alien warrior would be back some time. And she knew that a very powerful being was after the watch she wore on her arm. And she also knew that her friends could get hurt trying to help or protect her. She would have to get better with the watch and the powers its many forms possessed. She would need be ready for them at any time.

* * *

"You failed to obtain the Omnitrix... Very disappointing. I wonder, was it a mistake to pay for your services? Have I wasted my time with such an incompetent, so-called 'specialist'?"

"My deepest apologies. I did not anticipate the girl's innate skill with the device. The form she took caught me off guard, and once she disabled my armor, I was unable to continue fighting under the planet's greater gravitational pull."

"Very well. Did you at least acquire any DNA scans for future reference?|

"My sincerest apologies, again, but by the time I felt a future encounter may be required, it was already too late to begin a scan."

"I cannot afford for you to fail me this miserably in the future, Zykan'nok. Train your body and your mind. Upgrade your armor and weaponry. I shall have need of your services again very soon, and I will not have the Omnitrix escape me again! Now, leave me!"

"As you wish, master." The mercenary exited the dark room, already planning how to improve himself for his next battle with the Omnitrix wielder.

* * *

_A/N: Well, this concludes what I have come to consider my introductory chapters, covering a lot of the basic initial stuff. More on the way soon, though.  
_


	9. Relaxation

_===Nope. Still don't own anything from the series.===_

Chapter 9: Relaxation

Friday afternoon, Jen was waiting around behind the school again for her friends. It had been almost a week since the extraterrestrial mercenary attacked and she had been keeping an eye out for him to return ever since. Matt came around the corner, knowing Jen was there already.

"Hey, Matt," Jen greeted. "Where have you been going to every day this week? Haven't seen much of you."

"Well, I figured if that guy were to show up again, we would need to know a bit more about things. So I've been looking through my parents' old Plumber records they kept." He shook his head a bit, "Unfortunately, there's very little information I can really give you. Besides some of the technology that guy used, there's not much. I can't even figure out what kind of alien he might be from your description. Three eyes isn't a whole lot to go on..."

"Isn't three eyes a little unusual?" Jen asked, confused.

"Yeah, not really when it comes to aliens."

"Ah. Well, I've been doing what you suggested, anyway."

"You mean using that watch at least once a day, to see if he's still around to take notice?"

"Yeah, that. I turned into Zip Zap or Glooby every day, since I figured those two would probably be the best choices to fight him if he does come again. No sign of him, though."

"Well, that's good." He paused for a second. "'Zip Zap' and 'Glooby'?" Matt asked with a teasing grin.

"Whaaat? Zip Zap's a cute name!" Jen pouted playfully. "And Kelly picked 'Glooby'."

Matt laughed a little. "Where is she, anyway?"

Just then, Kelly ran around the corner, calling to her friends with excitement. "Hey, guys! Guess what?" The other two looked at her, wondering what she had to tell them. "My mom and dad are renting a cabin out at the lake for the weekend! And they said you guys could come if you wanna!"

"Sounds like fun," Matt said. "I could use a break from all that researching."

"Well, I'm not a big fan of camping stuff, not since I was 10...," Jen started, "but I guess it'd be nice to get a head start on summer. And it'll be a good break from stressing over Mr. Armor Freak and schoolwork. Sure, I'll go."

"Yay!" Kelly exclaimed and hugged her friends. "This'll be so fun!"

Jen was leaning against the window of the car as it drove along the highway Saturday afternoon. The lake was a good drive from town and she was bored out of her mind.

"Are we there yet?" she tiredly moaned.

"It should be just up ahead," Mr. Daniels said as he turned onto a dirt road.

Once the car had stopped at the small cabin, everyone got out and stretched. They then helped pack everything they brought into the cabin. After all was done, the three teens were ready for some relaxation.

"Mom, me and Jen and Matt are gonna go for a swim in the lake," Kelly explained.

"Okay, dear. Don't forget to take your watches off, girls," Mrs. Daniels cautioned, "You wouldn't want them getting wet."

Jen let out an awkward laugh, "Yeah, will do."

----

Matt was waiting outside the cabin in his red swim trunks while the girls changed inside. He noticed that the lake was remarkably empty. "Guess everyone's waiting until summer actually gets here," he concluded. The girls then came outside, carrying their towels. Kelly was wearing a blue one-piece swimsuit and Jen was wearing a green bikini, which matched well with the watch she obviously still wore. Matt blushed a little as they came out to meet him. "Everybody ready now?" he asked. The girls both nodded and they all headed down to the water.

Kelly stopped to read a sign. "Hey, look at this." The others came to read what it said.

"'Warning! Dangerous creatures sighted in the lake,'" Jen read aloud, "'Do not enter the water until the problem has been fixed.' What the heck? We can't go swim?"

"'Dangerous creatures'... Sounds like they're not sure what exactly it is they're dealing with," Matt said in a suspicious tone.

"You don't mean...," Jen gave Matt a look that said 'please, no'. Matt nodded. "Aw, come on! This was supposed to be relaxing and now there's probably some alien fish in the lake. Whyyy???"

Kelly tried to cheer her friend up, "Aw, don't be all disappointed, Jen. Maybe they already got rid of it and just forgot to take the sign down."

Matt tried to help, too, "Even if it is here, maybe it won't bother us if we don't bother it. It's a big lake. We just gotta stay in this area and we shouldn't disturb anything."

"Yeah, Jen. So come on! Let's go get in the water!" Kelly grabbed Jen and pulled her away from banging her head on the sign.

Everyone was soon having fun in the lake. Jen and Kelly enjoyed swimming, above and below the surface, while Matt just liked to chill out in the water. Jen and Kelly were having a competition to see who could hold their breath the longest. Both were holding on as long as they could, bubbles slipping from their lips and noses occasionally. Kelly had reached her limit, though, and swam back up for air. Jen did an odd celebratory dance underwater in honor of her victory. Then something caught her eye. A blurry, vaguely human shape moved in the distance. She tried to get a better view of what it was, but the water was too murky to see very far clearly. Then the shape got bigger as it moved closer and Jen could make out a fish-like face with many sharp teeth and a glowing appendage growing from the top of its head. Jen freaked and quickly swam back towards shore before resurfacing. Matt and Kelly swam over to see why she was gasping so hard.

"You shouldn't have stayed down there so long. We already know you won," Kelly teased.

"No...," Jen was still trying to catch her breath, "there was... a fish-person... thingy down there..." The other two looked at each other, worried.

"Maybe we should get out of the water for now," Matt suggested.

"Good idea," Jen said. Kelly tapped Jen on the shoulder and leaned in to whisper something in her ear. Jen's eyes got big and she looked down. "Oh, crap!" she shouted and looked all around herself in a panic. She grabbed her bikini top which was floating nearby and turned around to put it back on while Matt hastily shifted his gaze and started heading back to shore, face bright red. Kelly just giggled.

Everyone had finished supper and were sitting outside around a fire, talking about things with each other. A loud splashing sound came from the lake and everyone turned to see what is was. An area near the middle was very active, water being kicked up all over.

"Hmm, now that is strange," Kelly's father said, "Who would be out on the lake at this time?" The three teens all exchanged glances, knowing that something big was going on under the surface of the water. They would have to find out what tomorrow, and hopefully stop whatever was causing trouble down below.


	10. Troubles

_===Disclaimer: I can't think of any other way to say that I do not own the Ben 10 series at all. Just trust it to be true.===_

Chapter 10: Troubles

After a quick breakfast, the three teens ran down to the lake again to find out exactly what was going on. They scanned the surface of the water for any signs of the creature in the water. But all was calm.

"Geez, it can make such a racket at night, but come morning it's all quiet." Jen was already getting impatient sitting on the shore.

"Settle down, Jen," Matt said to her calmly, "You have to be patient if you want to catch a fish."

"Or a fish-alien-person-thingy," Kelly pointed out.

Minutes passed as the trio sat on dry land, gazing out at the still waters for the slightest sign of movement. Jen was completely bored and couldn't sit still. She wanted to go for a swim, and this fish-faced jerk was stopping her from doing that.

She stood up and began removing her clothes, her swimsuit already on underneath. "That's it! I'm not waiting anymore. I'm just gonna have to go in there and find it myself."

"But we just ate," Kelly cautioned, "You'll get all cramped up!"

"Nah, that's just a myth," Matt explained.

"Oh... Smartypants..." Kelly felt she was just made a fool of and did another of her goofy pouts.

"You should be careful, though, Jen. You don't know what this thing could do if you bother it."

"Relax, will ya? I'll just go all alien if it tries anything. I just really wanna swim again before we have to go home and get back to school." Jen waded into the water and then started swimming out further and further. She looked around again, but everything was still quiet. "Okay, fishman, let's see if I can find you." She took a deep breath and dived under the surface. She tried to survey the depths of the lake, but still was unable to see very far through the murky water.

Jen came back up for air and decided that just going down there wouldn't be enough to find this thing. "Maybe there's something in here that'll help out," she said to herself while she flipped through the holograms on the watch. "Hmm, this one looks like it'd be a pretty good swimmer." She pressed down on the watch face and let the green flash surround her. When it dissipated, though, she found herself in serious trouble. Steam began to release from her body and she started to feel weak. "Wha-?" She looked at her hands. They were losing their fiery glow and becoming like charcoal. "Burstfire?! Oh no, this is bad!" She tried to swim back, but all energy was being drained from her by the water. Jen began sinking into the lake.

Back on shore, Matt and Kelly knew something was wrong and were already getting their regular clothes off to jump in and get out to Jen. They had both started swimming out when they suddenly stopped. From out of the water, a humanoid alien with a fearsome, anglerfish face walked toward shore, carrying an almost entirely snuffed out Jen. Kelly and Matt stared at the creature, amazed that it saved their friend's life. The alien walked past the two of them and onto land, resting Jen down on the ground as the watch reverted her to her human form. Matt ran back to shore and checked to see if she was breathing. He was relieved to hear her cough up some lake water, even if it was right next to his ear. Kelly was happy, too, and ran to hug Jen as she sat up.

"Ooh... what happened this time? Ah...," she was cut short by Kelly hugging her. When her friend had finished her embrace, Jen noticed the fish alien standing on the shore behind Matt. "Ah!" she shouted, jumping to her feet.

"Don't get all worked up, Jen," Matt said, "It just saved you from drowning out there." Jen looked up at the alien, surprised at this.

"You are alright now, yes?" the creature asked, concerned. Jen and Kelly jumped a little.

"You can talk??" Kelly asked in shock. The alien looked at the two of them, slightly confused at their question.

"Of course. Why couldn't I?"

"Well, you speak English?" Jen asked next.

"English? We are not speaking this 'English'. We are speaking a language of my home planet, which I am surprised that you can speak so fluently." All three teens looked at each other, completely confused.

"We don't speak any other languages, from this planet or any others. Only English," Matt told the fish being.

"Well, I can speak Pig Latin. Does that count?" Kelly asked, though nobody answered her.

Now it was the alien's turn to be confused. "If you do not know my language, then how do you speak it?"

"Could ask you the same thing," Matt pointed out. He contemplated the situation for a moment. "Do you think it could have anything to do with that watch? Something with a power such as it has would likely have some form of translator for all the various languages of extraterrestrial species."

Jen gazed at the watch. "That makes sense, I guess. This thing sure is odd." A thought suddenly came to her. "Hey, what are you doing here, anyway?" She turned to the creature. "What are you doing in this lake, and why did you come to Earth in the first place?"

The alien looked down at her. "You are quite curious about things that aren't of your concern, little human."

"Well, you are on our planet, messing around in our lake," Kelly clarified.

"Mm, you have a point. Excuse me for a moment." The creature walked back to the water and got in up to its neck. "Much better. Now to explain myself. This could take a while..." The three of them all acknowledged that they were ready. "Right then. I come from the planet Piscciss, far away from here. It is a planet absolutely filled with endless oceans. It is a very beautiful place, though full of many mysteries." The kids all listened intently to the tale.

"Recently, an invading species has begun coming to our planet and capturing many specimens to take away to who knows where. I am a powerful male of my species, a mighty force in our massive ocean, but I was captured in their unbreakable nets and couldn't escape from their grasp." He looked at his clawed hands with fury. "They took me onboard their ship and kept me in a cramped tank. I tried for many long hours to break free of it by any means. One day, I finally escaped from their small prison and attacked their guards. I grabbed some of their breathing apparatuses and filled them with water, to support me for however long I'd need it. Then I got in one of their escape pods and managed to eject it from the ship. Upon regaining consciousness from the rough landing, I opened the hatch on the pod..."

"...And found yourself at this lake," Matt concluded. The alien nodded his head in confirmation.

"So you're just far away from home..." Jen felt sorry for this once proud warrior.

"This lake is able to support me, for the time being, though I am working on getting myself home somehow. I have been here for 2 of this planet's lunar cycles and I would not be seriously inconvenienced by staying here a little longer."

"Lunar cycles?" Kelly was confused.

"Months, Kel," Matt said. Kelly laughed awkwardly, knowing she should have known that.

"Well, what is it you do here that's got the people around here all scared?" Jen asked, "We saw a bunch of splashing last night. What are you up to?"

"That would be because of the other." Everyone was confused and curious again. "Not too long after I arrived here, the ones who captured me sent a machine down to locate me. It creates annoying little devices out of the sand and stone at the bottom of this lake and sends them after me to try and restrain me so they can retrieve me, as their nets are too large for this smaller body of water. I have been able to defeat them easily since they are not very sturdy. However, the machine creating them has alluded me – until just a few nights ago, that is. I found it, camouflaging itself on the lakebed. It can defend itself well, but does not initiate combat. Last night, I decided to attack it while it was in the process of creating more stone annoyances, which it only does at night. But it immediately began to fight back."

"Smart machine," Matt commented.

The sea being nodded in agreement. "And it is not going to stop until I am either restrained or worn out enough to simply be picked up."

"Hm... Okay then, that's that. Hey, you got a name?" Jen asked.

"Of course. You may call me Acanthii; my full name would be too impractical to use often."

"Alright, Acanthii!" Jen said, getting ready for action, "I guess I'll just have to help you get rid of that pesky machine."

* * *

_A/N: Sorry if fishy there spoke a little too much, but I felt there needed to be enough of an explanation._

_Woo hoo! 10 chapters already! As usual, reviews are always appreciated, as is contructive criticism. And thanks to those who have already reviewed. Next chapter will be up soon. _


	11. Lakebed

_===Disclaimer: Okay, I own all the rights to the entire Ben 10 series and everything from it!!! ...See? It doesn't even _sound_ believable, so you know it's not true.===_

Chapter 11: Lakebed

"Jen, you know this could be really dangerous." Matt was worried about how his friend would do trying to help the lake-dwelling alien with his problem. "You're basing your entire underwater abilities on a hologram you saw on the watch. How can you be sure that one can even breath underwater? And even if it can, how will you be able to fight with an alien you've never used before?"

Jen was impatiently waiting for Acanthii to return. "Geez, quit worrying. The alien I'm gonna use looked fish-ish, so it must be usable underwater. And I was able to use Glooby, Zip Zap, and Highjump pretty well without taking much time to learn their moves. Just chill – I can handle it."

"Yeah, Jen can do it!" Kelly said with confidence. "She's a superhero now, remember."

"Thank you, Kelly. At least somebody thinks I can do this."

Acanthii returned to the teens carrying a yellow object. "Here," he said, handing the object to Jen. It resembled a crumpled up backpack of some sort. "Fill it with air. It won't last for an incredibly long time, but it should be enough to support you should you need it."

"I'll do it," Kelly offered, "We have an air pump back at the cabin. I'll try to keep my parents from noticing anything." She took the breathing apparatus and went back up to the cabin.

"I probably won't need it," Jen said, "I'll just keep my head above the water until we get to this machine. Then I can just go alien and dive under to help you."

"You tried something like that before, didn't you? I wouldn't do that again, if I were you. You had a very hard time staying out there last time."

"No, I can become other aliens, too," Jen clarified, "I was trying to turn into some fish one last time, but it messed up. Stupid thing..."

Acanthii looked at her with interest. "Well, you seem to be full of surprises. Alright then, are you ready to go?" Kelly was returning with the filled apparatus. Jen placed the pack on her back and hung the mouthpiece over her shoulder for easy access.

"Ready."

----

Jen swam behind Acanthii further out into the lake. He was making sure to move slowly enough for the human to keep up with him. Jen took notice of his golden tail, which had replaced his legs upon entering the water. The alien slowed to a stop.

"Are we there?" Jen asked him.

"Not quite yet," he answered, "but at this point, the small creations it makes will likely come out to defend it. Allow me to take care of them before we move on." He then dove under the surface. Jen couldn't see him through the murky water, but she could feel the water below her stirring as he fought off the attackers. Jen felt something rough bump into her leg a couple times and she put her face in the water to see what it was. She could see an arrow-shaped fish made of stone with a tiny, glowing piece of metal on the front of it. She kicked it away from her, but it turned around and tackled into her leg again.

"Okay, this thing's really bugging me." She pressed the button on the watch and the face lit up, projecting a hologram of Burstfire. "Not this time, watch." She switched through the holograms until she found the fish alien again and pressed down on the face. A green flash shrouded her body again. When she had finished transforming, she dove into the water, able now to see much more clearly, and crushed the stone creature in her many-toothed jaw.

Acanthii slashed his clawed hand through a rocky fish and broke another into pieces with his tail. He checked over at Jen to see she had taken a different form. She was a blue-green fish creature with a large open mouth full of sharp teeth and small green eyes. Her tail and fins had sharp edges to them. Six, octopus-like tentacles extended from between her mouth and fins and encircled her body like a large necklace.

"Quite full of surprises!" he said, impressed. "It is good to see a kind from my homeworld again after being away for so long. Now, let's finish with these pests and move onward." Jen moved her body in a nodding motion. While Acanthii continued to claw and bite the stone fish, Jen swung her tentacles forcefully at them and sliced them with her tail, biting through any that got too close to her face. Once they stopped coming, the two swam in search of the machine again.

The alien stopped again and motioned for Jen to do the same. He quickly swung his tail in front of him, stirring up the water. Suddenly, a large mechanical arm lifted up, shaking off sand from the bottom of the lake. The arm narrowly missed hitting the two aquatic fighters. The lakebed began to move and the machine raised itself up, knocking sand and stones off it. Jen was startled at the size of the contraption; it was much larger than she was expecting.

"Now, we just have to get to that panel down there on its side," Acanthii pointed out. "That's where the power source is located. We'll need to distract it long enough for us to get close to that panel and disconnect it. That should shut the whole thing down."

Both of them swam towards the machine. The machine raised seven more of its long arms and swung at the attackers, though both managed to get out of the way in time. _It's not very fast, _Jen thought. She attempted to swim straight for the panel, but two more arms blocked her course and pushed her away.

"Wait until it is distracted," he reminded her, "Its arms must all be kept busy before we attempt to approach the power source." He dodged another attack and bit the arm, barely scratching the metal.

Jen swam around the machine, two arms always following her at a time, another arm picking up the pace when one was unable to travel further. This wasn't getting anywhere. Jen tried to wrap her tentacles around an arm, but it was too large to fully grasp. She got an idea, and tried to swim towards the center of the machine, but again the machine blocked her from getting too close. Jen did a spin to get back from the arms and noticed a swirl form in the water that was larger than that motion should have created. She had a plan. She swam over to get Acanthii's attention so she could tell him about her idea. When he moved over to her, she started to explain her tactic to him, but found she couldn't utter a word.

"Sorry, but if you have something to say, I'm afraid you won't be able to in that form. That species of creature is incapable of speech," he informed her.

_Oh, that's just great...,_ Jen thought to herself. She struggled to figure out a way of communicating what she needed to. Then it hit her. She swam over to the machine once again and dived straight down to the exact center. Again, the arms moved to defend the main part, but Jen turned around and swam straight up above it, every arm reaching up to grab her although she was just out of reach. Acanthii thought he understood her plan and made a break for the panel, but one of the arms came down and pushed him away again.

Jen swam back over to him. "If that was your idea, it wasn't a very good one." Jen shook around to tell him 'no'. She pointed at him with one tentacle and up to where she just was floating with the other. He was able to perceive what she was telling him and he swam to over the machine like she had, making sure to draw all of its arms up after him. The machine kept one arm down near the panel on its side however. Jen hadn't counted on this, but she felt it wouldn't matter too much if all worked out right.

_Alright, here goes nothing. _Jen swam into position a distance from the arms, but at a point between the ends and halfway along their length. She then sat still and used her fins and tail to roll her body to one side. She picked up speed and let her tentacles all extend outward and forward, but remain mostly limp, causing them to curve in the opposite direction as she spun. The water in front of her began to rotate and picked up speed as well. Acanthii saw what was coming and swam up higher to avoid it. Then the arms of the machine were caught up in the vortex and shook violently. Jen suddenly ceased spinning and righted herself before swimming down towards the panel once more. All of the arms above the machine were still swinging back and forth, unable to readjust themselves. The arm down by the panel swung forward to push Jen away again. She let it hit her and force her back.

Acanthii quickly moved in and opened his mighty jaw wide before clamping it back down on the panel, tearing it from the machine. He then reached in and tore out the power source, a glowing ball. The arm pushing Jen sank to the lakebed and the other arms eventually stopped being affected by the vortex and did the same. Jen did a backward loop in celebration of her plan's success.

----

"Thank you, Jen," Acanthii said to the girl once they were back to shore. "Now I will be able to spend my time here peacefully while I figure out a way back to my planet."

"No problem," Jen replied, "Just helping out."

"How much still needs to be done before you can leave?" Matt asked.

"Very much," the alien responded, "but with the time to actually work on it and the parts I can scavenge from the machine, it shouldn't take me too long."

"That's great!" Kelly said. "I hope you get to see your huge ocean again soon."

"Yes. That would be nice." He said his farewells to the three teens and dove back into the lake.

The three of them stood on the shore and watched the sun get lower in the sky.

"Well," Jen said, "let's go have a nice relaxing swim now!"

"Kids!" a voice came from the cabin, "Come help us pack up! We need to leave as soon as possible if we're gonna get home before it gets too dark!"

Jen stopped in her tracks and sighed. "Figures..." Kelly and Matt just laughed as they all headed back up to the cabin.

"Oh crap! I still have this alien air pack thing!" Jen realized.

"Aw, don't worry," Kelly said, "Dad saw me filling it at the air pump earlier and I just told him it was a fancy life jacket." The other two looked at her in slight disbelief that that worked and then continued on.

* * *

"Master. I am ready now to retrieve the Omnitrix for you."

"You had better be, Zykan'nok. I do not want to experience another failure because of your lack of foresight."

"I shall be sure to take a DNA scan of the available species in the Omnitrix this time, though I will likely not have need of the information at a future point. I was caught off guard before, but I know what to expect from her this time. And things should be much easier once I am aware of any other possible form she may take."

"And what if it receives support? The human's comrades attempted to assist it last time, did they not?"

"You are correct, master, however they were of absolutely no threat. Her friends are of no use to her in battle with me, unlike Tennyson's. I won't even have need of the molecular transporter once the Omnitrix is off with no one else to oppose me. This time it will be delivered directly to you."

"See that it is. Now go."

"Yes, sir."

* * *

_===Extra Disclaimer: Seriously, I don't own it. That was a joke up there... o.o" ===_


	12. Return

_===Disclaimer: You know the drill.===_

Chapter 12: Return

"Ungh! Okay, I think it's somebody else's turn now." Jen was pulling a large wagon carrying chairs and a small table; they had decided to finally furnish their secret cave.

"I'll do it!" Kelly ran back and relieved Jen of her burden. Jen walked ahead to catch up to Matt.

"Wow, that was different," Jen said to him, "Kelly usually tries to avoid hard work. She sick or something?"

"Actually," Matt replied, "I think it has something to do with the stuff you've recently been dealing with. With that watch and all."

"With the watch?" Jen looked down at the device on her wrist. "Why would this thing make her want to pull heavy stuff?"

Matt shook his head. "No, more about what you've used it for. The robot drone, the fire, that mercenary, and just yesterday at the lake – she's been feeling kind of... well, kind of like she's not much help."

"What?" Jen said in disbelief. "She helped out with that armor guy."

"Yes, but what she specifically helped with didn't really have much effect," Matt reminded her. "She even sees me as being more useful than her, with the advice and occasional diversion..."

Jen was rather troubled by this; she didn't mean to make her feel left out. "But these things are dangerous. I'm okay with this watch, but she could get hurt. She must understand that."

"Well, I'm sure she does," Matt assured her, "but I think she just wants to help you out more. She doesn't want to see you get hurt any more than you would like to see her harmed."

Jen thought for a long while on this. _There has to be a way she can help out. Something she can do to feel like she's useful again.

* * *

_

Everyone stopped just before reaching their hideout. They had agreed that it would be best to check the area carefully before going in, in case that armored alien was waiting for them there again. They checked through the trees around the cliff, making sure to check in the bushes as well. Everything was clear in the forest, so they moved on to the cliffside itself.

"Okay, this'll just take a second," Jen said, looking through her watch's repertoire. "When I was digging out the base, I could feel things all over on the cliff. So StoneArm must be able to sense other people and stuff through the rocks when she's touching them." Matt thought that made sense. She came to the hologram she wanted and pressed down on the device. After the flash faded away, however, she found herself laying on the ground and having a hard time breathing. She moved a tentacle in front of her face to look and started panicking.

"Oh no!" Matt exclaimed. "Quick, Kelly, clear that stuff out of the wagon and get her in!" Kelly moved everything out of the wagon and helped Matt lift Jen into it. They then rushed her to a nearby stream and helped her in. Jen managed to get some oxygen from the water, but she still wasn't able to get a whole lot. She flopped around in desperation. Then a tentacle hit the watch symbol on her belly and a green flash coated her as she reverted to normal.

"Are you alright, Jen?" Kelly asked, concerned.

Jen sat up in the stream, taking deep breaths of air. "Whew... yeah, I'm okay, except my clothes are wet...," she answered. She held her left arm up to her face and made an angry face at it. "I wanted StoneArm, you stupid watch, not Whirlpool. Whatever..." Her friends helped her up and they all walked back to the cave.

"Okay, let's try this again – maybe." Jen pressed the button and was surprised to find that it was actually working again; usually it wouldn't work right after she had just used it. She flipped through the displays again until she stopped at StoneArm. "Now work this time." She pressed down on the watch.

This time she could feel her body growing and becoming more solid. Then she suddenly started feeling herself shrink and her limbs change. When she had finished changing, she found she was the wrong form again. "This isn't StoneArm either!" she shouted in her very squeaky voice. "What is up with this thing today?" She decided to go along with it for now and jumped up along the cliff face. Once at the top, she jumped very high into the air and looked all around, seeing no one but her friends.

"Well?" Matt said once she came back down to them.

Jen reached her small arm around to her back and touched the symbol and she reverted to human form. "There's nobody around. We're safe this time."

"Great!" Kelly cheered, "Now let's move in some furniture!" Jen watched as she enthusiastically grabbed a chair and began moving it into their stone base. At least she could help out with this.

* * *

"Why did we bring 5 chairs when there's only three of us?" Matt wondered.

"Because we weren't thinking when we grabbed them," Jen answered, "Same reason we didn't bring anything like cushions or carpets or something comfortable."

"Or maybe because some could break," Kelly suggested. "Especially if Jen turns into some crazy alien that she can't control well right away." Jen and Matt looked at each other with looks saying 'oh, right'; it really made a lot of sense.

"Well, should we go see if we can find anything like that and get it back here before it gets too dark?" Jen didn't want to have to deal with any sudden situations in the dark.

The others agreed and they headed out to retrieve the wagon from where they left it by the stream. As they left, though, they heard a shout for help. They looked up and saw a man hanging from the edge of the cliff. The three teens did not buy it for a second.

"How can he seriously think that the same trick will work twice?" Matt said.

Kelly was a little concerned, though. "But what if it's a real person this time?"

"Who looks exactly the same as the last guy?" Jen pointed out. "Uh-uh. This is that same armored freak trying to pull the same pathetic stunt." Jen began to shout up to the top of the cliff, "You can come out already! I'm not falling for the same thing twice! Just get down here and let me kick your butt again!"

"If it _is_ him, do you really think you should be taunting him, Jen? He means serious business and I doubt he's still at the same skill level as last week. And even then, he was still tough to beat."

"If he's using the same trick, do you really think he has any new moves? This'll be a piece of cake." The three of them suddenly got hit from behind by a powerful force, knocking them all forward and into the side of the cliff.

"Yes, I'm sure it will be." The mercenary stood where they just were and looked down at all of them laying on the ground. The teens started to get up as he walked over to them. Just as Jen was reaching for her watch, he grabbed her around the neck and lifted her face up to his. "I told you I would be the victor this time around. I will extinguish your life and take what I came for." Jen was having a hard time breathing as she tried to free herself from the strong grip.

"Let her go now!!" Matt yelled at the tall alien. Kelly began crawling away toward the cave entrance.

The mercenary chuckled. "And if I don't? There is nothing you two can do to save your little friend. You are powerless against me. You are both completely useless to her. Save your breath and let me...-" Out of the corner of his eye, he noticed Jen reaching again for the watch. He grabbed her right arm with his free hand. "You didn't think I would allow you to do that, now did you?" He tightened his grip on her arm and she winced in pain.

"Jen!!!" Matt got to his feet, but a swift kick put him right back down.

"Stay down. I still have no need to kill you as well, but I will if you continue to bother me. Don't make me waste my time on something I'm not being paid for." As soon as his sentence was finished, the assailant was hit from behind, causing him to flinch slightly. He turned to see Kelly standing behind him with the remains of a chair in her hands. "You little pest!" Kelly dropped the pieces and ran to his side. He refused to release his grip and allow the slowly suffocating girl to free herself with the power of the watch. Kelly reached out and pressed the button on the watch and began using the other button to switch through alien forms. The mercenary attempted to push her away with his foot, but she was able to maneuver out of its way. She pressed down on the watch face when it displayed Zip Zap and it emitted a green flash.

A burst of electricity forced the aggressor to reel backward, letting go of Jen. She dropped to the ground and prepared to attack again. "Thanks, Kel. Now get to safety." Kelly nodded and ran over to Matt. She continued to stare in her rage at the armored alien as he recovered from the shock. "You hurt my friend again and tried to hurt another! You are going to pay for this!!" The electricity grew in power, sparking from every part of her body. "And you're not going to be able to run away after this time."


	13. Rematch

_===Disclaimer: Je ne possède rien de la série de Ben 10. Merci, lecteurs. (That may be written incorrectly...)===_

Chapter 13: Rematch

"She zapped me again...," Kelly mumbled to herself. "Come on, Matt, we gotta get to cover. Can you walk?"

"I'm fine," Matt responded weakly. "Let's go." The two of them walked into their hideout for shelter.

----

Jen charged up as much energy as she could in order to unleash it all in one powerful blast. She was going to make this guy pay for threatening her friends. Her opponent, however, stood calmly in front of her. Disregarding this, she prepared to fire. She held her arms out in front of her and channeled the electricity along them and out of her hands towards her target. The mercenary remained calm as the electric bolt exploded on contact.

"Gotcha," Jen said confidently. But she was soon surprised at what she saw as the light died down. The armored assailant was still standing and a small energy barrier was held out in front of him. A few small sparks of Jen's electricity finished absorbing into the barrier as it was shut down, leaving a round device in the alien's hand.

"I had assumed you would try to use that creature again. This device absorbs electricity and other forms of energy and nullifies them," he explained to her. "Your powers are no longer sufficient to defeat me."

"Maybe not that way, but that wasn't how I beat you last time." Jen was still very angry at this being and was determined to stop him at any cost. She jumped toward the cliff wall and bounced off it, her body converting into electricity. She ricocheted herself off numerous trees, trying to make the enemy lose sight of her long enough for her to make her way into the armored suit.

"That won't do you any good, child. I have been scanning for DNA since I got here and I have been able to acquire information on which forms you are capable of accessing. I know everything your forms can do." He began looking through data displayed on the inside of his visor while making sure to keep an eye on Jen's position. "14 different DNA signatures?" he said quietly to himself, "There should only be 12... I set it to ignore local animal life... Has she been able to unlock more forms already?"

* * *

"You're sure you're okay?" Kelly wanted to help in any way she could, even if it just meant making sure Matt wasn't hurt. She kept glancing out the opening to keep an eye on Jen.

"Yeah, I'm alright," Matt replied, sitting in a chair. "That guy doesn't seem to want to waste any energy on fighting us."

Kelly stared outside, trying to keep track of Jen as she randomly jumped around. "Yeah... I guess we just aren't worth the effort." Matt looked up at Kelly. He could see the desire to do more mixed in with her concern for their fighting friend.

"You know, Kel... without your help before, Jen would probably be done for. It may not have been a big, super powered thing, but you saved her life and gave her a chance to fight back. It took a lot of courage to do that, and Jen is alive right now because of it." Kelly cheered up a little. Matt walked over to her and put a hand on her shoulder. "Don't worry. She'll beat him like last time. Thanks to you."

* * *

Jen flew toward the armored alien, ready to make her move, but he dodged at the last second. "So close," he said in a patronizing tone. "I grow tired of this. I believe it's time I stop all this bouncing around." He grabbed a small remote from his belt, then pressed a button and turned a dial on the gadget. Just as Jen was about to make a dead-on hit, a green flash surrounded her, and she continued moving through the air in an anthropomorphic canine form. The mercenary spun around with his leg extended and struck Jen out of the air, causing her to slam against a tree trunk.

Jen struggled to stand up again. "What did you do, you psycho freak??" she asked with a growl, her voice much deeper.

"My name is Zykan'nok," he corrected her, "though you need not bother remembering it since you will be dead soon enough. And to answer your question, I simply changed your form. You didn't find it odd before that you would become a form which you did not select?" He held out the object in his hand. "This remote is made to operate devices from a distance, no matter what kind, by producing an invisible beam capable of taking any form necessary to interact with whatever device is chosen. To put it in simpler terms for you to understand, I can twist that symbol on you to change you into whichever form I wish."

"Twist it?" Jen looked down at the symbol now on her lower torso as she got to her feet again.

"Look at you – you still don't know how that thing works, do you? Which is why you will never be able to defeat me again." Just then, Jen turned the symbol and became StoneArm. She shot a boulder from her arm, but the mercenary jumped out of the way. "Change all you want; I'll just change you again myself. And you can only go through so many transformations before draining the power." He pressed the button on his remote again. "Now which is the weakest form you have at this point? Let me see – Drakkanis, Pyronite, Piscciss Mulltimb... ah, this one will do nicely!" He turned the dial and Jen was enveloped in the green flash once more.

Jen could feel her hands and feet becoming wider and long claws grew from them. A whip-like tail grew from her back and she could feel spikes coming from her shoulders and spine. Her eyes became larger and her mouth filled with sharp teeth as a horn appeared from her forehead. Overall, she looked like a pure black, very dangerous beast. _Why would he force me into this form,_ she wondered. Then her skin began to severely dull in color until it was a very pale grey. She could feel herself losing strength, but was unsure as to why. She then collapsed to the ground, unable to move a muscle; unable to even speak.

Zykan'nok laughed with satisfaction. "Now you are absolutely powerless. You can't even change your form. All you can do is lie there and wait for me to put an end to your pathetic existence." He began walking toward the disabled girl, pulling out the glowing rod device from last time. "And when I have, I will finally have my prize."

Just then, Kelly ran out and stood between Jen and the mercenary. However she said nothing and her arms were not even out in a protective stance. "You again... If you interfere once more, I will take you out as well," he cautioned.

Matt ran up after Kelly and knelt next to Jen. He reached under her and pressed the symbol on her chest, causing her to revert to human form, though she was still worn out. "Kelly, what are you doing?" Matt asked, "The plan was to just turn her back and get out of here." Kelly did not respond.

"Get out of my way!" Zykan'nok was losing his patience with the girl and was moving to attack her. As he swung his arm, Kelly jumped up over his head and kicked the sparking rod out of his other hand. She then grabbed his arm and held on as she landed again, pulling the assailant down and onto the ground.

"Whoa...," Jen uttered, regaining her energy again. Matt also gawked at Kelly's sudden behaviour. "Who knew she had it in her," Jen said in amazement.

"You brat!!" Zykan'nok was just getting to his feet when Kelly knocked him back down again with her leg. Kelly finally looked up, her face in a sinister grin. "You-...," he began to say with a hint of shock in his voice, "you're not the same person as before, are you?" Kelly let out a small chuckle, then slammed her foot down hard on the alien's armored chest, knocking the wind out of him.

"...Something's not right...," Jen said, uneasy. "Matt, try to get her away. I'll take care of things from here." Matt nodded and moved toward Kelly. Jen got to work with her watch.

Kelly raised her leg for another pounding when Matt grabbed her shoulder. She turned and glared at him. "Kelly, that's enough. Jen will handle the rest." Kelly shook his hand off and turned her attention back to the incapacitated warrior. Matt reached his arms under hers and wrapped them around both her shoulders. "Kelly, stop! You're not acting normal!" He pulled her away and her expression suddenly returned to normal. She looked around in confusion as Matt continued dragging her back to the cave.

Jen zoomed over to the injured mercenary and wrapped her gooey body around his limbs to hold him in place. "Okay, _buddy_," she said, her head taking its proper shape, "we have a few questions. And you're not getting out of here until they're answered." Just then, a green flash coated her and she found herself in her original form again.

"Heh... I told you the power would be depleted after repeated transformations." The ship from before hovered overhead again. He pushed Jen off of him as the beam came down from the ship and began pulling him and his scattered equipment onboard once more. Jen gazed angrily at him as he made his getaway for the second time. "It looks like you children will be a bigger threat than I planned on. I may need to rethink my tactics." He was now inside the ship as the doors began closing. "I will return for that, mark my words. But I will not be so foolish as to underestimate you people again." The doors shut and the ship took off into the sky yet again.

Jen clenched her hand into a fist. She was angry at herself for letting him escape again. But there was nothing she could do about it now. She turned and walked away. Upon entering the hideout, she looked over at Matt and Kelly, the latter sitting down looking confused. "What exactly happened out there, Kelly?" Jen asked, sitting down next to her friend.

"I don't know what you guys mean," she responded. "Me and Matt just ran out there to stop the guy from hurting you; then the next thing I know, Matt's dragging me back here." The other two glanced at each other with worry on their faces.

"Come on," Matt spoke up, "We should all just go home for today." Everyone got up and headed out to walk home. Something strange was going on with Kelly, but it would have to be figured out when everyone had recovered fully from the fight.

* * *

"Again?! You failed to obtain it again?!?"

"My apologies, master. Something unexpected came up that I was entirely unprepared for. But if you will give me another chance to-..."

"You assured me you were more than capable of getting the Omnitrix for me. You managed to get it away from the other human who had possession of it, and it had much more experience with it. Yet you fail to acquire it from a novice and its powerless allies not once, but _twice_ now. Why should I allow you another chance, Zykan'nok?"

"Because I am the only one you will find with enough skill to do the job."

"I seriously doubt that after your recent failures."

"Trust me. The DNA scans I took will reveal much. I shall study through them extensively until I know every conceivable possibility that I may be faced with and I will be able to counter them appropriately. I will not fail you again, sir."

".............Fine. But you had better make sure you don't, or I will see to it that you are the first I destroy with the Omnitrix's power once I have it. Now go! And do not return until you are able to deal with anything that comes your way. Understood?"

"Understood."

* * *

_A/N: I know this is very soon after their first encounter, but I have plans set out and this fits in well right here. I'm not just rushing through things; I know what I'm doing here. Trust me._


	14. Missing

_===Disclaimer: I do not own nor claim to own the Ben 10 series. Wouldn't this have been so much easier if I had just put a disclaimer in the summary?===_

Chapter 14: Missing

Matt was heading over to Jen's place to pick her up. They were going to go together to get Kelly and try to figure out what was going on with her. The other day, she had displayed behaviour that was very unlike her and was fairly brutal in fighting their alien enemy called Zykan'nok. And just yesterday, she skipped half the school day only to show up after lunch wondering where she had been before. Something was wrong, and they had to find out what it was.

As Matt walked down the street, a large shadow passed over him and he looked up to see a winged person flying through the air. He glanced around quickly and, when he was sure it was safe, yelled up to the figure. "Jen! Down here!" Jen turned her head downward and circled back to land next to her friend.

"Hey, Matt. What's up?" Jen folded her wings, still rather clumsily. She seemed a little distracted.

Matt had to look up slightly to talk to her face. "I was just on my way over to your place," he explained. "What are you doing up there? You know someone could see you."

Jen pressed on the watch symbol on her chest and a green flash changed her back into her normal human form. "Some lady lost her little boy, and I was trying to see if I could spot him from the air."

"Oh," Matt said with a little surprise. He liked how Jen always wanted to help people, even if something else was going on with herself. "Well, any luck?"

"Obviously not, or I'd have a kid in my arms and be flying back to his mom."

Matt thought for a moment. "I think you might have better luck using a different alien. Could we go back to the kid's mother for a moment?"

Jen looked at him, curious as to his idea. "Yeah, she was looking for him at his favorite playground not too far from here. What do you have in mind?"

"Just come on, I'll explain on the way."

----

A woman was sitting on a bench by a playground, waiting anxiously for someone to return. She noticed a large blue-grey, wolf with green eyes crawling around sniffing the ground. The animal came over to her, startling her greatly, but she did not move. It sniffed around her for a moment, then ran off and around a corner, leaving the woman very confused.

"Okay," Jen said, standing up on two legs again, "I think I can follow that scent to find the kid."

Matt nodded. "Yep. I thought that would work." Jen got down on all fours again and began sniffing around. Matt laughed a bit at how silly it looked, knowing this was still Jen.

"I got it," Jen began crawling along the sidewalk, following the smell, Matt walking behind her. A few people looked at them as they continued down different streets. Matt had to convince a couple passersby that Jen was his exotic dog that he was taking out for a walk, and luckily, it worked. All of a sudden, Jen found that the scent trail split. She looked down an alley where one trail continued.

"I doubt that they walked through here," she said. They turned into the alley and continued on. As they advanced, they heard voices. Matt was unable to make out what exactly they were saying, but Jen could easily understand what was being said with her enhanced hearing.

"So how long do we wait?" one voice asked.

"A couple days," another replied, "when the 'Missing' posters start popping up. Then we contact the parents and demand our fee. Then we'll see if we wanna give the kid back to them or not." Both voices began laughing after.

"Kidnappers," Jen said quietly to Matt. "They sound like they're just around this corner, maybe in some garage or something. Sounds like there's only two of them." The teens began moving in slowly. When they had turned the corner, they saw nobody there and proceeded forward. The voices got louder as they moved closer, until they were coming right from inside a garage next to them.

Matt lifted the door up quickly and the two men inside got to their feet and grabbed metal pipes that were laying nearby. Jen jumped in from behind Matt and knocked one criminal to the ground. The other man lunged at Matt, but he jumped out of the way and tripped the man instead. Jen growled at the man on the ground as he tried to push her off. "Stay down!" she yelled, scaring him and causing him to stop struggling. The other kidnapper got up and threw his pipe at Matt, hitting him in the arm. He then began to charge over to him, before being knocked away by a force of green energy. Matt looked over in surprise at Jen, whose muzzle had split open into four parts. She closed her mouth and was staring over at Matt in equal amazement.

After making sure both men were tied up tight, Matt called the police on his cell phone. Jen looked around the garage before finding a small side room. When she opened the door, she saw a little boy sitting in a corner crying. She pressed the symbol on her stomach and then walked over to the boy. "Hey, are you alright?" The boy looked up at her and then past her, seeing the bad men captured. Then he nodded and wiped his eyes. "Don't worry," Jen said, "we're gonna get you back to your mom." She picked the child up and walked out of the small room. After Matt informed her that the police would come to get the two criminals soon, they decided to leave and get the boy back to his mother.

----

The woman still sat on the bench, her head in her hands as she worried over her missing child. "Mommy!!" She looked up and saw her little boy running over to her. She got off the bench and bent down to hold her son tightly in her arms.

"Thank you! Thank you so much!" she said with tears of joy as Jen walked over.

"Sure thing," Jen said, smiling, "Glad to help." She then walked back to join Matt again. "Well, should we go get Kelly now?"

"Yeah," Matt agreed, "let's go see if we can figure out what's been happening with her lately." They began walking toward the part of town where Kelly lived. Matt patted Jen lightly on the back. "You're a really good person, Jen. Even though something was going on with our friend, you still take the time to help other people who really need it. That's very cool of you." Jen blushed a little at the praise she was receiving.

* * *

Matt rang the doorbell and the two of them waited on the front step for an answer. "I wonder exactly how many aliens are on this thing," Jen said as she tried to view the holograms on the watch. It was out of power from earlier and wouldn't respond. "I think I've been seven already. No, eight. Maybe nine? Let's see... there's Glooby, Whirlpool, Burstfire, Skywing-..."

"Skywing?" Matt interrupted.

"I couldn't think of anything better," Jen explained. "Maybe I'll call that wolf one 'Howler' or 'Werefang'." The door then opened and Jen stopped fiddling with the watch.

"Oh, hello Jennifer, Matthew," Kelly's mother greeted them.

"Hi, Mrs. Daniels," Matt said, "Is Kelly here?"

"No, she's not," the woman answered, "she said she was going out, but wouldn't tell me where she was going. It's not like her to leave without letting me know where she would be at, but I suppose she just forgot today." Jen and Matt looked at each other, worried. "You might want to try the mall. That's where she usually says she's going when she's not with you two."

"Thanks, Mrs. Daniels," Jen said as they walked away. "We have to find her. Before whatever is going on with her gets any worse." Matt agreed and they took off to check the mall first.

* * *

_A/N: Okay, this one kind of came out differently than I intended. I meant to go on to the next part, but then I noticed that this was already reaching the length of other chapters. So I guess the rest will have to be in the next chapter. But at least that means I can get the next chapter up very soon. :D_


	15. Presence

_===Disclaimer: -insert random line about not owning the Ben 10 series here- ===_

Chapter 15: Presence

Jen and Matt exited the mall in frustration and worry. They hadn't found Kelly in there, and they had no clue where else she would have gone on her own.

"I would turn into Werefang again and try to track her down, but this thing still isn't working yet." Jen kept pressing the button and poking the face, but the watch would not respond.

"We could try calling her," Matt suggested. "She must have her phone with her, right?"

"Hope so," Jen said. Matt dialed Kelly's number and waited as it rang. The phone rang three times before someone answered it. But it wasn't Kelly's voice on the other end.

"Hello?" The girl on the other end sounded a little confused.

"Who is this?" Matt asked. "Where's Kelly?"

"Um, this girl – Kelly, I guess – is just sorta standing here. She hasn't moved in half an hour. She didn't even try to answer her phone. Are you her friend? Can you come see if there's something wrong with her?" Matt was really concerned at hearing this.

"Sure. Where is she at?"

"Standing on the bridge on Carter Street, over the river."

"Thanks. We'll be right there." Matt ended the call. He looked over at Jen, who was anxious to know what was said. "The bridge on Carter. She's been just standing there for a while. Let's go." Jen nodded and they both hurried off.

* * *

Kelly stood, motionless, on the bridge, staring out over the river. A small crowd of people had gathered behind her, just in case she jumped or fell. The people were murmuring amongst themselves, puzzled as to what the girl was doing. After her phone was placed back in her pocket by the person who took it out, she heard the girl tell other people that Kelly's friends were coming. Kelly suddenly turned and stared at the crowd. They all started feeling uneasy. She simply uttered "Leave." The people in the crowd all felt afraid for reasons they weren't quite sure of and quickly left the area.

"Kelly!" Jen shouted a few minutes later as she and Matt ran down the street toward the bridge. Kelly did not respond to them, but did grin slightly. The other two got up to her and Jen placed her hand on Kelly's arm. "Kelly. We've been looking everywhere for you. Are you okay?" Kelly still didn't say anything.

"Kelly, talk to us," Matt said. "Something hasn't been right with you lately and we want to help." Again, no response came from the girl.

"Kelly, please, let us help. You haven't been normal. What can we do to help you work through this?" Kelly shook Jen's hand off of her. She then turned to face the others.

"The Omnitrix," she said in a calm voice. Jen and Matt looked at her in complete confusion.

"What?" Jen asked, thinking she may have misheard.

"Show me the Omnitrix. I wish to see its power." Jen and Matt looked at each other, though neither had a clue what their friend was going on about.

Matt tried to get through to her. He grabbed both her shoulders and held her in front of him. "Kelly, you're not making any sense. Try to think clearly." Kelly grabbed onto Matt's arms.

"Fine. If you won't show me the Omnitrix willingly, then I will have to force you to use it." She lifted Matt up and threw him off the bridge and into the river below.

"Matt!!!" Jen screamed as her friend plummeted into the rushing water. She turned and glared at Kelly. "Have you lost your mind?!" Kelly simply stared at her with a calm face. Jen shoved her away and ran to the other end of the bridge before diving off it into the rapidly flowing current.

Kelly slowly walked over to the opposite end of the bridge and looked down into the river. "Well, that is disappointing. But I'm sure she'll come around sooner or later. I need to see the Omnitrix for myself." She turned away from the edge and started walking away before stopping suddenly and looking around, trying to figure out where she was.

----

Jen tried hard to keep her head above the water. She couldn't see Matt anywhere through the rushing current. When she was pulled back under the surface, she reached for the watch and was very thankful that it was working now. She changed the display to Whirlpool and pressed on it. After changing her form, she swam through the river with ease in search of her friend. Not too long afterward, she saw him struggling ahead. She swam up to him and got underneath him. She lifted up above the water and held onto him with her tentacles.

"Jen... Thank you...," Matt said through coughs and gasps for air. "Get to land... we have to... find Kelly..." Jen swam to a slope on the side of the river and climbed up it with her free tentacles, sticking to the side as she went. When they had gotten to the top, Jen pressed down on the symbol and reverted to normal while Matt caught his breath.

"This is serious," Jen said as they were wringing the water out of their clothes. "Kelly would never do something like that. Ever. And what was that Omni-something she was talking about?"

"I don't know," Matt said, "but it sounded sorta familiar to me." He stopped for a moment to think. "Jen, I don't know if that's really Kelly right now."

Jen looked at him with a confused and frustrated expression. "How can that not be Kelly? Didn't you see her? It was definitely her."

"No, I mean in her mind. It was her body, but I'm not so sure she was aware of anything herself." Jen was still perplexed. "It's like there's another presence within her head."

"Well, we don't really know for sure. But we have to go find her again." Jen stood up and was ready to go. "Whatever is going on with her, we have to help her." Matt agreed and they ran off to get back to the bridge.

* * *

Kelly stood in an open, but abandoned lot. Nobody was around. She knew Jen and Matt would have to come by here on their way back to where they likely believed her to still be. She waited in one spot, staring at nothing in particular.

"I have to see the Omnitrix at work," she said to herself. "I need to see its power. She will show me it soon enough. All I need to do is wait."

Sure enough, fifteen minutes later, the two still-dripping teens came into sight. Matt glanced over and saw Kelly standing in the open lot alone. He pointed her out to Jen and they both ran over to her. They stopped a short distance away from her.

"Okay, Kelly, what's going on?" Jen asked.

Kelly turned her head to face Jen. "I just want to see the Omnitrix in use. Show me what I want and everything will be fine."

"Kelly, that doesn't make any sense! What is an 'Omnitrix'? How can I show you something that I don't have?" Kelly lifted an arm and pointed to the watch on Jen's left wrist. Jen lifted her arm up and looked at it. "The watch?" Jen questioned, confused still. Kelly nodded.

"Use it. Show me the power."

Jen was starting to figure it out. This watch must be called 'the Omnitrix'. But how did Kelly know that? "But, you've seen it before."

"Show me."

"Alright. If it will get you back to normal." Jen pressed the button and pressed down the face without any hesitation. As the flash of green light surrounded her, she could feel her body coursing with an immense amount of energy. She retained her general shape, though she could feel her hair become much longer and larger. When the flash disappeared, it could be seen that her entire body was a very dark purple, almost black nearing the inner areas, and she had solid green eyes, like many of her alien forms. Her hair appeared to be made of energy and glowed white, becoming a bright purple near the edges, and it swirled around her of its own accord. The watch symbol was on her chest.

Kelly was satisfied with what she saw. "The Omnitrix! Its power is amazing!"

"Okay, you've seen what you wanted," Jen said with a voice that was soft, yet echoed with power. Jen noticed that she felt things around her. She could feel Matt standing a foot and a half behind her and to her right without looking. She could feel an energy in front of her, but she did not feel familiar with it. Then she felt an energy that was recognizably Kelly's, though it was very slight, as though it was being suppressed. "You _aren't_ Kelly, are you?" Jen concluded.

"No, I am not. I am just using this girl's body." Jen and Matt were shocked at hearing this. "My name is Cirrhon. I'll be willing to explain things another time, but for now, you can have your friend back." Kelly's eyes opened fully and she looked around before centering her attention on Jen's mysterious new form.

"Um, where are we? What happened? Why are you all glowy?" Jen pressed the symbol on her chest and ran to hug her friend.

"Ohhh, Kelly! You're okay!" Kelly was very confused, but hugged Jen back. Matt walked over and put his hand on Kelly's shoulder as well.

"Don't worry, we'll fill you in on everything. Let's go to Mr. Smoothy first and get a drink." Kelly agreed happily, while Jen made a disgusted face at the mention of that place. But she was still happy that her friend was alright for now.


	16. Omnitrix

_A/N: Okay, the last chapter was kind of hard for me. It came out feeling like I was just rushing the reveal of the presence, which a reviewer also noticed. I wanted to keep its identity hidden for a bit longer, but that made a mess of other plans I had. And it would have been more than one chapter, but I had too much for the chapter before it and not enough to extend this into multiple chapters. I hope it didn't ruin the quality of the story too much.

* * *

_

_===Disclaimer: I still don't own anything and likely never will. Well, except my creations of course.===_

Chapter 16: Omnitrix

"'Sir Ron'? I had some weird knight guy in my head? How is that possible?" Kelly was very confused about what her friends had just told her. She couldn't remember much of anything. Just that she had sometimes found herself standing somewhere with no idea of how she got there.

"'Cirrhon', Kelly," Jen clarified, "not 'Sir Ron'. And we don't know how. It just told me to show it my watch and then let you come back and was gone."

Kelly was still confused. "Weird..."

Matt was going over something in his head as he sipped his smoothie. "Cirrhon called that watch 'the Omnitrix'," he contemplated. "That sounds very familiar to me for some reason."

Jen and Kelly looked at him, wondering what he might remember. It hit him suddenly: "I know! It was something in my parents' Plumber records. The Omnitrix is supposed to be the most powerful device in the universe." Jen and Kelly were quite surprised when they heard this. "It was thought to be a myth, as far as the records said. I guess it was real after all."

"Whoa..." was all Jen could say.

"I'll try to find the records about it when I get home."

"Cool. Maybe we can find out some more about this thing," Jen said. She pressed the button and began cycling through the displays.

"Jen, someone could see you," Kelly warned.

Jen pressed the button again and the hologram vanished. "Ugh, fine. Just wanted to see how many aliens are on this thing." A police car drove into the parking lot and two officers got out and walked over to order some drinks. They were discussing two men they had arrested earlier that were left tied up in a garage. The three teens could also hear a bit of chatter on the radio in the car. "Cops come to Mr. Smoothy, too?" Jen asked in amazement. "Why does everyone like these things so much?"

"The real mystery is: why don't you like them? They're sooo gooood," Kelly said, taking a big slurp to bug her friend.

"Because, they...–" Jen was shushed by Matt mid-sentence. She heard a report on the radio in the police car.

"–_destruction of property and is believed to constitute a threat to the public. Eyewitness reports describe the unidentified creature as very large and violent. The creature was last sighted at the Westhill Mall. Extreme caution is advised. Use of–"_

"This day is just getting crazier," Jen sighed as they all got up and hurried in the direction of the mall.

* * *

People ran away screaming as a large creature smashed cars in the parking lot. It was twice the size of an elephant and had large feet. It had a sharp, beak-like mouth and glowing crystal-like growths on its back. As it crushed another car, it opened its mouth and electrical energy flowed from the car into its open maw. The growths on its back sparked and began to glow brighter. It then shot a blast of energy from its mouth that tore up the ground, knocking some fleeing people over. It stomped toward the terrified people and roared, preparing another burst. The creature fired another shot, but just as the blast was leaving its mouth, the beast was hit in the head with a boulder. The energy burst flew into the air before exploding harmlessly.

"Hey!!" The alien beast turned its head to see what had attacked it. Standing across the parking lot was a tall being made of many boulders. "Why don't you pick on somebody your own size? Like me!" Jen fired another boulder from the end of her arm, a new one forming in its place. The creature smashed the rock with its tail and let out an angry roar.

The alien started running toward Jen in order to confront her. She began running toward the beast as well. When they met, she threw a punch at the beast, but it caught her arm in its mouth. Jen winced as the powerful jaw continued closing on her stony limb. She tried to shake herself free of the monster's grip, but she was held too tightly to escape.

"Well, if this isn't gonna work..." Jen placed her rocky fingers on the edges of the Omnitrix symbol and turned it. After a green flash, the creature found that it had nothing between its jaws anymore. A fireball smacked into its chin, getting its attention. "What's the matter? Did I mess with your head a little?" Just then, another energy blast hit Jen from her side. When she recovered, she looked up to see a second creature lumbering over to the first. "Oh crap."

The two beasts smashed more cars and 'ate' the energy from them. The crystal growths on their backs glowed and they turned to aim at Jen again. Jen shot a quick burst of flame to push herself out of the path of one blast. The other, however, smashed into her as she slowed to a stop. "Okay, time to speed up a bit." She reached to her chest and turned the symbol again and became Zip Zap. Just as she did so, though, another energy blast collided with her body. However this time it was absorbed into her. She felt the extra electrical energy course through her; it felt almost like it was _too much _energy. Suddenly, her body split and an identical Zip Zap was standing beside her.

"Ah!!!" both Zip Zaps screamed. Jen looked closely at the other one and the other one looked closely at her. It seemed to display the same surprise that she did and the same feelings of curiosity. "Are you... me?" Jen asked the copy.

"I guess so," the clone responded. Another energy blast shot by, just narrowly missing Jen #1. "Things are nice and even now," Jen #2 said, and the two Jens jumped toward the beasts, turning into bolts of green electricity as they did.

* * *

Matt and Kelly finally arrived at the mall, huffing and puffing. Jen had changed long before reaching their destination in order to be ready to fight as soon as she got there.

"Who knew StoneArm could move that fast," Matt said as he tried to catch his breath. Kelly glanced up and saw two giant creatures standing near the middle of the parking lot.

Kelly pointed over to the beasts. "Hey, is that Zip Zap bouncing around those freaky turtle things?"

"Looks like it," Matt concurred. "She must've changed to outmaneuver them." Matt focused on the fight closer and noticed something odd. "Hey... does it look like there are two of her out there?" Kelly also tried to view the battle more closely.

"There is!" she said with surprise. "That's new." At that moment, the alien creatures began to inhale, drawing the jumping lightning bolts into their mouths. "Oh no!"

Both Jens were holding open a monster's mouth, putting all their might into keeping the jaws from shutting. Electrical energy was being pulled from their bodies and down the creatures' throats.

"Those things feed off electricity!" Matt concluded. "We have to help her." Kelly agreed and they ran out to distract the huge beasts.

When they got to the massive creatures, they began yelling and waving their arms. One of the aliens noticed them and simply tried to stomp on them with its heavy foot. The creature then clamped its jaw shut as the Zip Zap in its grip completely ran out of energy.

"Jen!!!" Matt and Kelly shouted in terror. Jen looked over in fear as her copy was devoured by the beast. Just then, the symbol began flashing rapidly and soon a green flash surrounded Jen as she returned to her human form. It became harder to hold the mighty jaw open. The creature could tell that no more energy was available and began charging another blast. Kelly covered her eyes and began to cry as Matt reached out in a futile effort to save Jen.

Without warning, a powerful gust of wind forced the monster's mouth open wide and Jen was blown away from the creature and safely to the ground. Kelly quickly ran over to her and helped her get up, crying and hugging her while she did. But Jen was focused on Matt, who stood in one place with wide eyes, staring in disbelief up at where Jen had just been trapped as the wind gust died down around his outstretched arm.

Police cars came into view with their sirens blaring, and pulled up to the edge of the mall's parking lot. Every officer got out and drew their weapon. "what are those things?" one officer could be heard saying. Another officer shouted out to the teens next to the alien creatures.

"Hey, you kids! Get out of there, hurry! Come on, move!" Jen and Kelly got up and managed to snap Matt out of his stunned state. They all ran over to the police officers and got to the back of the vehicles.

"Wow, Matt," Jen said to him quietly once they were out of earshot of the officers, "how the heck did you do that?"

Matt was still slightly dazed from the experience. "I-I have no idea," he answered shakily. "I'm not even really sure that _was_ me doing that." The creatures roared in the background and a blast of energy destroyed a police car three cars away from the three teens. Jen turned and saw the alien beasts advancing on the officers – and their cars. Jen ran to in front of the armed men and women again.

"Wait!" she shouted. "You have to get in your cars and get away! Those things eat electricity!"

"Get out of the way, kid! Those things are coming this way!" Jen refused to move. The massive creatures moved closer and closer; the ground was shaking slightly with each step they took.

Suddenly, a humongous floating creature appeared in the air from behind the mall. Everyone stared at the gargantuan, fish-like thing as it flew around above them. It turned toward the ground and began flying straight down, right over the two quadrupedal beasts. The floating creature opened its mouth and an orb appeared from it that distorted the area behind it. The orb expanded outward, absorbing the two monstrous aliens into it. The flying creature then dove into the orb as well.

"What on Earth is that thing?!" one of the officers cried out as they all began to scramble away from it. The orb continued to expand as the creature was pulled into it. Jen then felt an invisible force tugging on her, pulling her toward the strange orb. She tried to fight it, but she was unable to resist its pull. She looked over to her friends with fear evident on her face. Kelly and Matt were trying to get to her, but the officers held them back to protect them.

Kelly threw one officer off her arm and elbowed the other one before jumping 15 feet into the air over them all. She began running to grab Jen, but the orb began shrinking in on itself quickly, pulling Jen in with it. She activated the Omnitrix, which had just immediately powered up, but was unable to move her hand fast enough to press the face down. The last thing Jen saw was Kelly stopping in her tracks and her face changing from a serious look to one of horror and sadness. Matt was still being restrained by the police.

Then everything around her was gone.

* * *

_A/N: Hope this makes up for the sorta-rushed-feeling chapter before. And I hope it isn't _too_ crammed with stuff. Next update soon._


	17. Lost

_===Disclaimer: I do not own the Ben 10 series. ...What? You weren't expecting something fancy here, did you?===_

Chapter 17: Lost

Jen stood in utter shock. Just a few moments ago, she was standing in front of her friends in the Westhill Mall parking lot, with police everywhere. She had been pulled into the strange orb of energy the giant, fish-like alien creature had produced from its mouth, and now she was in another place entirely. Her hand finished pressing down on the Omnitrix and she transformed into Skywing.

"Wh-where am I?" Jen looked around to see if anything seemed familiar. She saw that she was standing on a large rock that appeared to be floating in midair. The sky all around her was red, and there were many more rocks floating among the open space. The massive creature that had brought her here was flying away in the distance, releasing another orb from its mouth and diving into it once more before vanishing entirely. There was nobody else around. "What is this place?" she asked, though she knew nobody would answer. Suddenly, a blast of electricity crashed into the ground beside her. She turned her head quickly to see the two alien beasts from the parking lot standing on a nearby rock. Deciding she had to get out of their attack range, she opened her wings and leapt into the air. She flew far away from the two creatures, not knowing where she was heading; only knowing that she had to move.

----

Some time later, Jen landed on another floating rock to take a short break. She looked down at the Omnitrix symbol on her chest. Strangely, it hadn't returned her to normal yet. It usually remained active for about ten minutes, but it had been almost twice that long since she changed.

"Well, at least it hasn't timed out in the air," she said to herself. After resting up for a little longer, she took off again, in search of somebody, anybody, who could help her. As she soared through the air of the strange place, she looked to either side of her and saw an endless expanse littered with more and more floating rock islands. Occasionally, she saw strange winged creatures flying around. They were grey and had long tendrils in place of arms or legs, and they appeared to lack eyes. They stopped and flew in one spot when she got nearer, but then shortly turned their attention from her and continued on their way. She determined that the creatures would probably be unable to help her; they didn't seem like they would be capable of speaking with her.

Jen continued to fly through this unknown place. It felt like it must have been nearly an hour since she first set out, but she was having trouble keeping track of the time by now. More flapping sounds could be heard behind her among the sound of her own wings. She turned her head back, but saw nothing. As she turned to face forward once more, another face startled her and she let out a small scream as she stopped moving.

"Sorry, I didn't mean to scare ya." In front of her was a person very much resembling her own current form. He had shoulder length, black hair and his eyes looked very mysterious. His skin was the same brown-grey color as her own. His wings were much larger than hers and he did not have to move them as much as she did to stay airborne. "Another one from the homeworld, eh? Haven't seen another of our kind for a very long time."

"Uh, I'm not...-," Jen started to say, but was cut short.

"So, what's a young lady like you doing in a place like this? You're quite strong if you can fly under this gravity. Let me guess: authorities couldn't catch up to you so they brought in the big guns; sent you straight here. Am I right?"

Jen was confused. "What? No, I...-"

"I know, I know, you're innocent. Everyone is. Come on, fess up: what are you in for?"

Jen was getting quite frustrated at this person. "I'm not _in_ for anything!" she shouted, in order to keep the guy from interrupting her again. "I've rescued a little kid, fought two giant monsters, and found out both of my friends have strange things going on with them, all in one day! Then some big fish thing showed up and made some weird ball and pulled me in, and I ended up here – wherever here is. And I'm not...-"

"What?? A Dimension Jumper brought you here? So you're not a criminal... well, might not be."

"I'm not. And I'm not one of...-"

"Well, if you aren't a criminal, then you could help us... and use our help yourself. We need to get you somewhere away from the guardians, in case they see you as a threat. Quickly, follow me." The winged man turned and flew swiftly in the direction to Jen's left. She wondered if she could really rely on his help; she didn't even know who he was or what he was doing. But he seemed to know what this place is and how to leave it. She chose to fly after him.

"Who are you? What are you doing here?" Jen asked once she had caught up to the stranger. He looked back at her as they both kept flying.

"My name is Wykon. And what is your name, little miss?"

"My name's Jen," she answered.

"'Jen?' That is quite an odd name." Jen was a bit annoyed at this. "As for your other question: I was brought here by one of those creatures as well." Jen was surprised to hear this. "It was many years ago. Those Dimension Jumpers live in a strange realm outside any true universe. They possess the ability to move into and out of any universe they please, though they generally do so without a reason, living quite freely. But, from time to time, the big ones can unintentionally pull other creatures through with them."

"There are other universes?" Jen asked in amazement.

"Of course! Many, to be honest. This universe, the Null Void as it is called, was even created by mortal beings. There could be hundreds of different universes, for all anyone knows."

"Wow..."

"But back to my point. After I came here, I soon found others who had been brought here the same way. This dimension is mainly used to contain dangerous criminals, so we decided we had to get out of here and back to our own worlds. ...We should be arriving any second. I'll explain the rest later." A rock island larger than many others floated in front of them. On the island appeared a small camp with a cave entrance not too far from it. More people were sitting around a fire burning in the camp.

"Wykon! Welcome back," a small, warty alien greeted. Wykon and Jen landed at the camp.

"Who's your little lady friend? Picking up convicts again?" another alien said, this one tall and thin, but with a very large head.

"No, Anekk-e. She is another of us. Brought here by the Jumpers." The others around the fire all murmured among themselves as they got up to greet Jen.

"Well, just one more reason for us to find a way out of this Null Void," a short alien with rather big hands, small feet, and a head with three spikes stated.

"Everyone, this is Jen. Jen, these are the others who have been brought here by the Dimension Jumpers." Jen had thought there would be more than just five others besides her trapped here. "These are Bragenro..." he gestured to the small, warty alien, "...Anekk-e..." he pointed out the tall, skinny one, "...Plix..." the small one, "...and Kistraly," he motioned to the fourth one, an alien with four insectoid legs and a scorpion-tail-like appendage on her back.

"'Jen?'" Bragenro pondered. "That does not sound like a name your kind gives, Wykon."

"That's because she is not of his kind," an older voice said from the cave entrance. Everyone turned to look. A somewhat wrinkled and feeble-looking, reptilian alien walked slowly out of the cave, supported by a staff.

"Carthusk. You should be resting," Wykon said to the older man.

"Take a good look at her chest." The others turned to look at the symbol on the left of Jen's chest.

"She is a Plumber!" Plix exclaimed. The others glanced at each other while Jen stood, looking confused.

"No," Carthusk said to the rest, "she possesses the Omnitrix." All the aliens then stared at her again as the symbol finally unleashed the green flash and reverted Jen back to being human. Everyone was shocked.

"She wields the Omnitrix..." Kistraly said with amazement.

"But, didn't that belong to another? A human boy, was it not?" Anekk-e asked. "He came here not long ago and used it to defeat D'Void, didn't he?"

"Regardless, this child has it," the old alien responded. "And she may very well be able to finally get us all out of this place and back to our homes."

* * *

_A/N: Happy holidays, everyone! Next chapter soon._


	18. Portal

_===Disclaimer: Things are still the same as before: I still do not own the Ben 10 series. And don't expect that to change any time soon. Or at all.===_

Chapter 18: Portal

"Sir, we have lost the Omnitrix's signal."

"What?!"

"The signal became stronger for a while, probably due to multiple uses at once. However, the signal suddenly vanished shortly after returning to normal. We have not been able to locate it again, and the stealth unit has reported that the human who wears the Omnitrix has not been sighted for a few hours."

"Was the unit around at the time the signal was lost?"

"Yes, but the only one around the area at the time was hit by an electrical bolt and knocked unconscious."

".....Find it. Find the Omnitrix immediately! Do whatever it takes to locate it and do so quickly. Send somebody in undercover to question the human's friends. If we attempt to capture and interrogate them, they may not answer."

"Right away, sir."

* * *

Jen sat by the fire, wondering how she would be able to help these people and get back home herself. The old alien did not explain anything further before going back to lay down. Most of the others had gone to sleep as well. Wykon and Plix sat around the fire with her.

"You know, you should have mentioned that you had the Omnitrix," Wykon said. "It would've been really useful to know that sooner."

"Well, I didn't know...-," Jen tried to say before being cut off.

"Or you could've at least told me you were really human."

"Well, I tried to...-"

"You could have even... mmmphr." Plix had placed his rather large hands over Wykon's mouth.

"Sorry. He does that a lot." Wykon shot a slightly annoyed look at Plix.

Jen took her opportunity to speak. "I tried to tell you I wasn't one of your kind. And I didn't know if you would know what the Omnitrix was anyway."

Plix removed his hand. "Why wouldn't I? It's a pretty well known device."

"I had sure never heard of it...," Jen mumbled. "What did that guy mean when he said I would be able to help everyone get out of here? Is there something this thing can do to send us back to our own worlds?"

"Possibly," Plix responded. "See, we've been working on a machine that should be able to project a portal out of this dimension that would lead to whichever world we need it to. We still need a few more parts, but recently we realized that we would need a powerful energy source to give it power."

"And that kind of energy isn't exactly common in here," Wykon finished.

"So you think one of the aliens on this will be able to provide enough energy?"

"More like the Omnitrix itself. We might be able to use the energy inside the device to power the portal," Plix explained. "If it really contains the DNA of every alien species in the universe, then it would also help to direct the portal to the proper worlds."

"You guys sure sound like you know what you're doing," Jen said. "Count me in. I'll do whatever you need me to to get this thing done."

* * *

Everyone, with exception of Carthusk, rode in a small flying vehicle.

"Okay, we should be arriving at the dump site soon," Bragenro stated.

"When I said I would do anything to help, I didn't have digging through garbage in mind," Jen said, disturbed.

"A lot of stuff gets thrown away by those who have tried to make new lives in here," Kistraly told their new helper. "We can usually find some old parts, but they're not incredibly common. It could take a while."

"Great..."

The ship landed on a very large rock island that was mostly covered with piles of stuff. Everybody got out and prepared to start their search.

"Be careful for anything that might be in there," Wykon warned Jen. "You never know what could be living in all this mess." Jen nodded, then everyone got to work.

Bragenro dug through the trash, inspecting everything closely before tossing it aside. Various objects rose out of the pile around Anekk-e, swirling around him before floating away into a separate pile of unusable objects. Kistraly crawled delicately over the hills of discarded items, pushing stuff aside with the appendage on her back and looking through it. Wykon soared above the dump, scanning from the air for anything that could be used to finish the portal. Plix had split into 6 identical copies of himself and each went to look in a different part of the dump.

Jen picked through the piles, very disgusted at touching all the garbage. Something moved underneath her, causing her to let out a shriek. She fell onto her back as a small mechanical orb rose from the trash below her. It turned and focused a robotic eye on her. Tiny metal arms appeared from its sides. Feeling this was a threat, Jen activated the Omnitrix and pressed on the face, becoming Highjump. She leapt into the air and came back down hard on top of the machine. She jumped off of it and slammed right back down again. She got off the smashed-up robot and kicked it forcefully, a shockwave sending it far away. Jen felt good about her easy win.

"Oh boy...," Plix said as one of himself came up behind Jen. Jen turned to face him, confused.

"What do you mean "Oh boy"? You guys said to watch out for things in the trash. I took care of it."

"That thing was keeping watch over this spot. Like a surveillance camera." Jen was getting a bad feeling. "Now that it's been destroyed, the Null Guardians will be alerted."

"That's not a good thing, is it?" Jen asked, already knowing the answer.

"Come on, we gotta get the others and get out of here."

----

"Ah, this will really help," Kistraly said to herself as she looked over a large device. Wykon landed next to her and a Plix clone walked over.

"Nice find," Plix said. "This should help in utilizing the Omnitrix's power."

Wykon nodded in agreement. "Now we just need to figure out a way to carry it back. It's too big to fit on the ship, inside or out." Just then, another Plix copy came running with a small creature hopping quickly beside him. When they got to the others, the two Plix copies merged together.

"We need to go _now_!" he said. "Jen accidentally...-"

"Whoa whoa whoa! Why do we need to leave so suddenly? We just found something we can use to...-"

"Wykon! Let me finish!" Wykon stopped talking and let the smaller alien continue. "Okay, Jen accidentally destroyed a surveillance bot. The Null Guardians will likely be here soon and they will see us as a threat."

"Okay, we need to leave now," Kistraly agreed. "But we can't just leave this behind. It could be our only hope to get that thing running."

"Leave that to me," Jen said, reaching awkwardly to her back to twist the Omnitrix symbol.

"Okay, I'll go round up the others and get to the ship," Wykon explained before taking to the sky.

A green flash came as Jen transformed into the glowing purple alien. She controlled the energy that took the form of hair and moved it to wrap around the large part. She was able to lift the object above her head. "Piece of cake," she said rather smugly. She rose into the air and the other two started making their way to the ship.

"Come on, hurry!" Bragenro shouted as he got onto the ship and into the pilot seat. Kistraly crawled inside as well. Jen floated nearby the vehicle, still holding the part above her. Wykon landed, glancing at Jen briefly, before boarding the ship. He was soon followed by Anekk-e and the other four Plix copies. Everyone else got aboard and the ship lifted and turned toward the rock with their camp. The ship flew off in that direction and Jen followed behind, able to keep track of them even when they went out of her sight.

"I like this one," Jen thought aloud. "It has so much power. I should really use it a lot more." Just then, a screeching sound came from behind her. Five of the grey-bodied creatures she saw yesterday flew after her. She kept moving, but they were gaining on her. She stopped for a moment and fired a glowing ball of light purple energy in their direction; not meaning to hit the creatures, only to delay them. They swerved out of the energy ball's path, but still continued pursuing their target. Jen then made an open-handed swinging motion and a transparent purple wall formed in front of her. She moved on, noticing that the creatures took some time to move around the wall. She moved a strand of her energy hair to behind her to continue creating these walls. Each time, the creatures took some time to move around them, getting farther and farther behind her as she went. Eventually, they were too far to catch up and Jen could detect them giving up the chase.

* * *

Jen landed at the camp and placed the large part down gently. She then pressed the symbol and returned to her proper form before walking over to the others. Bragenro walked over to her and patted her on the back, somewhat harder than she would have liked.

"Good work, kid. Did you have any trouble along the way?"

"Just some of those guardian things, but I lost 'em."

Anekk-e walked over to the part and inspected it thoroughly. "Yes... This can be adjusted to utilize the Omnitrix's power for the portal."

"We're still gonna need a few more small parts," Bragenro pointed out.

"Yeah," Wykon said, "but we can't go back to that dump for a couple days at least."

"A couple days?" Jen was very disappointed to hear this. She wanted to get back to her friends and family. She knew they would all be worried.

Wykon placed a hand on Jen's shoulder. "Don't worry too much, kid. A couple days isn't too long. We know you want to get back; we all do, too. We'll be out of here in no time. I promise."


	19. Leaving

_===Disclaimer: If I ever truly claimed to own the Ben 10 series, Man of Action would probably throw me into the Null Void. O.O So that is why I still do not claim it to be mine. (They can do that, you know.)===_

Chapter 19: Leaving

Jen awoke to the sound of clashing metal. She rubbed her eyes, let out a yawn, and got up. She looked over to the opposite side of the cave and noticed Carthusk sitting tiredly in a small chair. He glanced over at her as she stood, then lowered his head again. Jen turned her attention from him and fixed her hair before heading outside.

"Morning, kiddo," Bragenro greeted as Jen walked out of the cave. She stared at the ship as Plix and Kistraly tore off pieces from it. Anekk-e levitated discarded parts in front of himself and analyzed them carefully.

"What are they doing?" Jen asked, curious. Bragenro looked over to the others as well.

"They're trying to get us out of here sooner. Anekk-e suggested we check the ship to see if there are any parts in it that we could use." He shook his head. "We've found only one piece we could use so far, and we aren't even sure if it'll work well enough." Jen continued to watch the others work while she woke up fully.

"That other thing still working?" she asked after a short while.

"It will still be able to use the Omnitrix's energy, if that's what you mean. Sure didn't take too long for those guys to make the necessary changes, did it?" He chuckled a bit. "Too bad it took most of the day yesterday to get it all set up right, though. But at least the Omnitrix gives it enough power to work with."

"Well, it's not like we could've used yesterday to go get more parts," Jen said, still angry at herself for messing things up the other day.

Bragenro walked over to the girl and put his hand on her shoulder. "Ah, don't feel so bad about it, kid. It happens. Wykon's gone to see if it's all clear today." Jen felt a little better, and she decided to go see how she could help out.

A few hours passed. Everyone took turns pulling parts from the ship. Jen wasn't strong enough to tear the metal apart, so she helped Anekk-e inspect the pieces to find what they needed. They weren't able to find anything else of use, unfortunately. Wykon finally returned and made his way over to the rest at the ship. The others looked to him, hoping for good news.

"Well," Wykon sighed, "there are still a bunch of Null Guardians keeping watch over the dump. We won't be able to go back there and look." Everyone showed signs of disappointment, but were all expecting such a report. "It isn't all bad, though. I sat nearby and watched them for a while. They leave an opening in their patrol flight around the asteroid. If just one of us slips in during this opening, they should be able to look around for more parts. If they're quiet enough."

"Well, I guess that means it can't be you then, Wykon," Kistraly joked.

"I'll do it." Everyone looked at Jen as she stood with a serious look on her face. "It's my fault we aren't already out of this place. I'll go find the parts we need." Some objections were made, but in the end everyone agreed to allow Jen do the job. Anekk-e handed her a small device with images of the required parts stored on it. Jen activated the Omnitrix, becoming Skywing, and took off toward the dump site.

"I hope she'll be alright out there," Wykon uttered quietly.

* * *

Jen sat behind a stone outcrop on an asteroid near the dump. She watched the Null Guardians circle the larger floating rock, carefully observing their movements in order to find a weak spot in their patrol.

"I shoulda got Wykon to tell me what their opening was before I left," Jen sighed to herself. She then noticed that one of the Guardians changed its flight path while no others were present. "That must be it!" She activated the Omnitrix and transformed into Glooby. "I should be able to move through all that... ugh... trash pretty easily like this." She picked up the device containing the list of needed parts and hurriedly analyzed the images. After making sure she knew what to look for, she quickly pulled herself to the dump site while she still had the chance.

As Jen's gooey body oozed through various bits of junk, she made sure to keep her eye out for what she was looking for. _Aha! There's one now! This'll be easier than I thought, _Jen said excitedly in her head. She moved to the edge of the trash pile and set the piece in a clear area. She then continued squeezing between the trash, picking out more parts that she came across until only one more remained. Suddenly, an alarm blared. Jen pulled her head out of the garbage and turned to see Wykon being charged by three Null Guardians. Jen pulled the rest of her goopy form out and flew over to grab the parts she found before pulling herself up to the winged alien.

"Ah, Jen, is that you?" Wykon said as he continued trying to evade his aggressors. Jen moved around awkwardly beside him, adjusting her form to avoid anything that got in the way.

"Yeah, it's me. I have most of the parts. But what are you doing here??" Jen briefly formed an arm to push away one of the Guardians that got too close.

"I was worried that you might get spotted." Wykon knocked another Guardian flying behind him aside with his tail.

"Well, thanks for helping with that!" Jen shouted sarcastically. "We should get out of here. Before the watch-" A green flash shrouded Jen and she returned to being human. She began falling from the air. A Null Guardian wrapped its tendrils around her legs and held her up. Wykon flew down and snatched her away from the creature, then proceeded to fly away from the area back toward their camp.

"You know, I really hate this thing sometimes," Jen grumbled as she hung in Wykon's grasp, still holding onto the parts. "Thanks for helping me, though."

"Don't mention it," he responded. "But we are going to have a real problem here. I can't fly fast enough to shake them before we get back; especially with the extra weight."

"Hey!"

"No offense. How long do you think it'll take for the Omnitrix to power up again?"

"I don't know." Jen thought for a moment, trying to figure out a solution. "How about you just drop me off when we get back and I'll give the parts to Anekk-e, so that they won't get lost. Then we can just keep distracting them until they tire out and leave."

"Good idea," Wykon agreed.

* * *

Kistraly held a part of the dismantled ship up to her face. She turned the part around, inspecting it closely. "Hey," she said to Plix, who was nearby, "will this work?" Plix took the part from her and looked it over.

"Yeah! This is exactly the right part! Good find, Kist." Plix got up and ran over to Anekk-e with the find. Suddenly, a screeching sound rang out. Kistraly looked to the sky and saw Wykon, carrying Jen, flying toward the asteroid with many Null Guardians in close pursuit. She glimpsed small metal pieces in Jen's arms. Wykon flew over the campsite, dropping Jen to the ground lightly before taking off again. Jen ran straight over to Anekk-e at the portal projector near the cave.

"I got most of the parts, but I had to leave before I could find the last one." Jen handed the parts to the tall alien. He looked over them all to make sure they would work, and found them satisfactory.

"Well," he started with a slight laugh, "that's good. It just so happens that Kistraly found the exact piece you couldn't find. Luck is on our side, I guess."

"How long will it take you to get this running?" Jen asked. "Wykon's distracting those Guardians, but we need to leave fast."

"Shouldn't be more than a few minutes. You stay here; we'll need to use the Omnitrix to get it started." Jen nodded and got to helping Anekk-e put the pieces in. Wykon walked over to them with Kistraly and Plix.

"They gave up already?" Jen asked, surprised.

"I guess," Wykon answered. "They all just stopped and flew away. Seemed kinda weird, but I'm not complaining."

"And that should do it!" Anekk-e stood and made one last inspection of the machine. "Okay, people. It's time we finally got home!" Everyone cheered with joy at the great news. Jen walked over to the 'battery' machine, and Anekk-e attached three prongs to the sides of the Omnitrix. The Omnitrix lit up and energy glowed along the prongs as the machine whirred to life. The portal projector powered up as well, and then the part at the top shot out a small beam. The beam traveled a short distance before creating a ring of energy in the air. Inside the ring was a jungle-like landscape.

"That looks like my home planet," Kistraly said, almost at the point of having no words to speak.

"I'll go get Carthusk," Bragenro offered, then walked into the cave. He returned a short while later. "He'll be out in a bit. He says to start heading out and wishes everyone luck in returning to our homes." After some farewells between the group, Kistraly finally entered the portal and returned to her home planet.

After a few adjustments to the projector, utilizing the Omnitrix's power, Anekk-e was able to make another world appear through the portal. This one was rather cloudy and dark.

"Haha!! That's my homeworld!" Bragenro exclaimed. "I'm finally comin' home, guys!" He, too, said his good-byes before entering the portal. Another adjustment brought up an Earth-like landscape. Plix recognized it as his home planet and left after another round of farewells.

"Jen." Jen looked over to see what Anekk-e had to say. "I'm afraid you will have to be the last one to go home... The portal might not last long enough for everyone to leave if we were to disconnect the Omnitrix."

"I know," Jen said. "I'll wait. How do I change the place it goes to?" Anekk-e explained the process to her and allowed her to try for herself. When she had made the proper adjustments, the portal shifted to displaying a pale landscape. Anekk-e informed the remaining two that it was his home. Wykon and Anekk-e said their good-byes to each other, both feeling somewhat saddened that they would be parting after becoming such close friends. Eventually, Anekk-e left for home as well. After yet another quick alteration, the portal displayed Wykon's planet, a world with floating islands similar to the Null Void.

"Well, Jen. Guess this is it." Jen faced her new friend.

"Thanks for helping me out so much in here," Jen said. "I'm gonna...-"

"No problem at all. Just doing the right thing." Jen gave him a playfully annoyed look. "Oop, right... sorry."

Jen laughed, "Just go on." After a few more moments, Wykon finally entered the portal and left Jen standing by herself. Minutes passed as Jen stood at the projector, waiting for the elderly alien to come out of the cave. After a couple more minutes, Jen decided to call to him. "Carthusk? You coming? Can't keep this thing open forever!" Still, no sign of him. Jen sighed with frustration.

A metal crashing sound came from the side of the power supply machine. Jen glanced over and saw a small disk embedded in the machine. The disk let out a burst of electricity and the portal closed as the machine lost power. Jen looked to the cave entrance, where the disk appeared to have come from. Another disk flew from inside, planting itself in the machine as well and sparking like the first. This time, the machine sparked and exploded, knocking Jen back a few feet. After quickly recovering, Jen looked up and over to the cave once more. Carthusk walked out of the cave, not using his staff this time.

"Nowhere to run now, girl," he muttered. "Your Omnitrix shouldn't be able to work again for a good long while now." Jen, becoming worried, tried to activate the watch, but it did not respond.

"What's going on? Why did you destroy the portal??" Carthusk laughed.

"It was my mission." Jen's eyes widened. "I've been here on lookout duty for almost a whole of your planet's years, in case it should show up here again. I joined with these others to detract any suspicion that might fall on me. And my direct orders were given to me just yesterday. Now – let me take the Omnitrix and maybe I won't have to finish you off." Jen turned and ran away from the old alien. He pulled out another disk and threw it in her direction. She glanced behind her and jumped to the side, out of its path. Jen tried the Omnitrix again, but to no avail.

Jen continued to run and dodge Carthusk's attacks. She knew she couldn't keep it up forever; he seemed to have an unlimited supply of the electrical disks. But she could at least attempt to outrun him long enough for the Omnitrix's power to return. A sparking energy suddenly appeared in front of Jen, forcing her to stop running. She watched as a ring not unlike the one created by the projector formed. Inside the ring, she could see the interior of a cave. But more importantly, she saw Matt and Kelly. Matt reached his arm out and through the portal. Jen grabbed it instantly and jumped in. Carthusk ran after her, but the portal shut before he could reach it. He cursed in his native tongue as he stood alone at the camp.


	20. Invasion

_===Disclaimer: Twenty chapters in and I still do not claim ownership of the series. Wait, twenty chapters... seriously? Sweet. :) ===_

Chapter 20: Invasion

Still holding onto Matt's arm, Jen stepped once again onto the ground of Earth, happy that she was finally home. She then immediately hugged her friend with a great mixture of emotions.

"Oh, Matt!! I missed you so much!" Jen kept hugging him, her tight grip squeezing Matt.

"We missed you too, Jen," he said, hugging her back. "It's good to have you back; you were gone for over 72 hours."

"How did you guys make a portal?" Jen asked. "You don't have a projector machine here, do you?"

"A small one, yes," Matt started to explain as Jen went to hug Kelly next. "Cirrhon used parts from my parents' old Plumber stuff to make one – he's really good with stuff like that." Jen stopped and let her arms down at hearing this; she could see a small device in Kelly's hand.

"Oh. So it's you," she said spitefully. She glared at her friend, whose expression told her that it was not actually Kelly.

"Yes," Cirrhon responded, "and you're welcome for getting you back here." Matt looked on as the two simply stared at each other, Jen with anger and Cirrhon with indifference to the girl's contempt.

"Well, I suppose I owe you some thanks," Jen admitted, "but now I want to see my friend."

"Fine," Cirrhon said before his consciousness withdrew and Kelly's came forth. After a moment of collecting herself, Kelly noticed Jen standing in front of her.

"Jen!!!" She ran over to her and gave her a huge hug, which was quickly returned. "What happened? Where were you? Are you okay?" Kelly's questions kept coming.

Jen laughed a little, "Yeah, Kel, I'm okay. But I'll explain the rest later. I wanna go home first and see my parents and brother. They must be really worried about me." Jen turned and ran out of the cave, heading for her house. Matt and Kelly quickly glanced at each other with concern before running after her.

"Jen! Wait!"

----

Jen ran through the woods, brushing past branches that stuck out in her way. The only thing she was thinking of at the moment was seeing her family again after nearly three days trapped in a strange world. As she exited the forest, she looked upon the town and froze.

Cars were littered around the streets, signs and lights were destroyed, and buildings were burning all over. People ran in terror as aliens, most wearing armored suits, attacked them and the town. Here and there, people were fighting back; some simple civilians defending themselves, others equipped with special body armor and guns. A quadrupedal alien beast lunged at Jen suddenly, but was forced away by a gust of wind blowing past her side. Jen turned to see her friends running up behind her.

"What's going on?" Jen asked as she turned back to face the ravaged town.

"Well," Matt began, "later in that day you vanished, some weird person came up asking all sorts of questions about you. We answered without thinking about it because we were still dealing with all that happened. Then the next day, a whole bunch of aliens came and started wrecking the town. I'm guessing they must be from the same group as that mercenary, and that weird guy was just a disguise." Jen thought about how Carthusk had attacked her a few moments earlier on orders from his superior. "They must have lost track of you and are doing this to draw you out again."

"They're not killing anyone, are they?" Jen asked, horrified of what was occurring.

"As far as we can tell, not intentionally," he explained. "There have been many injuries, though. ...And a few people have died indirectly..." Jen grew angrier the more she heard.

"Some big guys with guns showed up later in the day that the aliens came," Kelly said. "They've been fighting them, but more aliens keep coming."

"And we've been trying to help, too," Matt added. Jen clenched her fist.

"Well, then let's go help out some more." The three of them ran into the streets, then decided to split up and each go to a different part of town. Jen ran straight down the street until she came to a few attacking aliens. She reached to her wrist and pressed the Omnitrix button. Nothing happened. "Oh you have got to be kidding me! Still?! Why does so much stupid stuff always have to happen in one day?"

* * *

As Matt ran down the streets, knocking aside any aliens he saw with wind bursts, he noticed a family with small children trying to get into a house for safety. A larger armored alien charged at them alongside another of the dog-like beasts. Matt picked up a long metal pole laying nearby and hurried in their direction. As he moved, he held out his hand and a powerful wind blew, pushing the alien beast off course and into the wall of the building next to the family's house. The large alien stopped charging and turned his attention to Matt.

"You leave them alone! Fight me," he yelled at the big enemy, "if you think you can." The alien bellowed angrily at Matt. He charged at the boy, swinging his massive fists through the air. A sudden wind burst pushed Matt backward as his opponent's arms slammed into the ground. The imposing alien got up again and looked around for his foe. Matt threw the metal pole toward the armored behemoth and used a wind gust to increase its speed. The pole pierced into the armor, and sparks flew from it as it shut down. The large warrior succumbed to the planet's gravity and collapsed to the ground.

"Well, that was a little _too_ easy," Matt said as he got ready to move on to the next location. Just as he turned his back, however, the alien beast roared from behind. He turned his head just in time to see the creature jumping at him, teeth bared. A slab of concrete smashed into the animal and it fell to the sidewalk, unconscious. Matt looked back in front of him and all around, but he couldn't see who had thrown it.

* * *

Three armored aliens stood with guns drawn around Kelly. Nobody made a move, each side waiting for the other to initiate the fight.

"I know," Kelly whispered, seemingly to herself. "But we haven't tested it. What if it doesn't work? … Well, alright. But it better work like you say it will." Kelly slowly reached to her right shoulder, pulling up her sleeve and pressing a small button on a metal device. The device extended down her arm and four mechanical tendrils sprouted from along its length. The aliens saw the act and began to open fire. Kelly spun in place, the tendrils of the device moving to deflect each energy bolt shot. Two of the invaders dropped their firearms and pulled out sparking staffs. They thrust their weapons at Kelly, but the tendrils easily deflected them.

"Hm? … Oh... okay." Two of the mechanical arms reached out to the aliens and small claws opened at the end. The claws grabbed onto the staffs and pulled them away from their wielders. Kelly then moved the arms to throw the staffs back at them, hitting them in the heads. One fell to the ground while the other began to flee. Then an energy blast hit Kelly's back and knocked the breath out of her for a moment. She tried to turn around and retaliate, but her back stung too much. The alien moved to stand in front of her, stepping on the device's tendrils to keep them down. He held his weapon to the girl's head.

"We can't have you getting in our boss's way," he simply said to her as he readied to fire. Just as the trigger was about to be pulled, however, a beam of energy hit the alien away. Two armed soldiers of some sort ran by, chasing after the now-fleeing extraterrestrial. Another man stood in front of Kelly and knelt down to look her in the face. On the armor the man wore, she could see 'SACT' written in large letters.

"Hey there, young lady," he began as he removed his protective mask, "where did you get that alien tech? Looks too fancy to have just been lying around." Kelly stared at the man, getting a bad feeling about him. "Now, just cooperate with us. We're going to have to take you with us for questioning." As the man reached for her arm, Cirrhon forced himself into control. He launched into the air with Kelly's arms and jumped swiftly along protruding parts of a mostly-destroyed building and out of sight.

* * *

Jen sat in an alley, keeping an eye out for any threats as she tried to get the watch to respond. The sun had gone down by now, but the numerous fires burning around the town provided enough light. Few people were still around, having taken shelter already. Jen was still concerned about her family, but she knew she wouldn't be able to get to her house without being attacked.

"Come on. Come on!" Jen pressed buttons and tried to twist the watch face, becoming more frustrated with every passing minute. "For the most powerful thing ever, you sure have a lot of problems." Finally, the hourglass symbol lit up and the hologram image of Werefang appeared. "Thank god. Now, I'm gonna need Burstfire's help to control these fires." She searched through the different forms before stopping on Burstfire and pressing down on the face. After the green flash, Jen was relieved to see that she had become who she wanted to. "At least you can work right sometimes."

Jen immediately got to work absorbing flames in an effort to save as much of the town as she could. Whenever an alien came to attack her, she fought back and easily defeated it. Things were going pretty well, despite the long wait. As Jen extinguished another building, the light died down, leaving much of that part of town rather dark. Jen, her body glowing in the night, stopped to think about where she would head next. She heard screams come from around the corner. As she ran to investigate, the Omnitrix symbol flashed, changing her into the spiky black alien. After a moment, she realized that she was still fine; she was not feeling weak and she could still move her body.

"Dunno what that was all about," she said in a very deep, monster-like voice, "but no time to worry about it now." She continued moving on, running on all fours as she found traveling quickly on two legs to be awkward in that form. Upon arriving at the origin point of the screams, she saw another teenage girl trying to move some more elderly people away from the area. An alien in armor started to stand up in the street after obviously having been knocked down not long before. Jen ran to him and tackled him, catching the enemy off guard.

"Come on, keep moving!" the girl shouted to the other people as they panicked. Meanwhile, the armored alien got to his feet once more and prepared to fight whatever just hit him. The only creatures he could see, though, were the small group of humans on the sidewalk. He looked around in every direction, frantically trying to find his enemy, but not seeing anything. Uneasy feelings filled his mind. Then a clawed hand emerged from the darkness and slashed at the armor, tearing through metal and wires. The armor sparked and then exploded, inflicting serious damage to the alien invader and destroying the suit entirely.

"Wow! Why wouldn't you work right last time?" Jen said of the alien form. She stood upright and turned to check on the people when she was hit by a light purple ball of energy. Shaking it off, she looked and saw another alien with a gun adjusting his position on top of the roof of the building that the girl and seniors were standing next to. Jen ran forward, causing the old people to scream again and the girl got into a defensive stance. Jen jumped over them and dug her claws into the building, climbing to the top before grabbing the gunman and throwing him off into the street.

"Get everyone out of here," she said to the other girl as she got back to street level. The girl nodded and moved the older citizens along quickly while Jen prepared herself for whatever else may come her way.


	21. Located

_===Disclaimer: I'm still not going to say that I own the Ben 10 series; that would be a lie. And you wouldn't want me to do that, now would you? Have me be a liar? Good, didn't think so.===_

_A/N: My friend suggested I invite readers to ask questions about the story. So, why not? Not sure how many people really have questions they need answered, but go ahead and ask in a PM if you do. Anything that may have been left out or not made clear enough that you want to know, or any future details you're curious about, feel free to ask. I'll answer if I can (and if I don't mind revealing the answer.)_

Chapter 21: Located

"Keep looking! That girl had alien technology; maybe she can lead us to some of them." Many of the armed soldiers searched streets and alleys. Some would head after aliens they spotted, but others would come and join in the search shortly. Watching from a rooftop, Cirrhon made some quick repairs to the device on Kelly's arms with a small tool.

"I'm going to have to make something stronger soon; you're too weak physically to use this thing alone. … Well, it's the truth: humans just aren't capable of protecting themselves without proper equipment. … Because I didn't think it was necessary at the time." Cirrhon jumped back quickly as a light shone next to them. "We can't stay here," he said as he looked for an escape route. Every direction had men patrolling around, keeping their eyes open for their objective. "Here, get back in. I can't stay in control for very long at the moment." Kelly's face regained its normal look, though still serious and focused. She continued looking for an opening to slip away. A ruckus down on the street caught her attention.

"Open fire! Hostile target of unknown- agh!" Kelly looked down and saw a humanoid alien attacking the mysterious soldiers. This one didn't wear the gravity armor that the rest wore, so she assumed it had to be a different kind of alien the others had hired. The alien attacked with only its arms, but it was still capable of taking out the men easily. This one was dangerous and Kelly knew she had to get away now.

"Huh? … Oh, right! Sorry..." Kelly checked the other side of the building. All the patrolling men had moved to face the new threat. Kelly crawled over the edge and used the mechanical arms to carefully climb down the wall. When she stepped onto the sidewalk, she turned and made her escape from the area.

* * *

Matt punched an alien whose visor had broken in the face, knocking him unconscious.

"They sure aren't very durable without their armor protecting them," he commented. "Guess that lighter gravity they're used to makes them unprepared for combat on Earth." He looked around, seeing if any others were attacking. It was very quiet. Too quiet for him to trust. He walked along the street, only ever seeing a few people sneaking around to stay out of sight as they made their way to safety. "Where are they? They can't all have been beaten already." Finally, he spotted a couple of the armored invaders smashing a statue, probably for lack of other targets in the vicinity. He snuck up closer to them in order to get in an unforeseen first strike.

"Wait a sec," the taller of the two said to the other. Matt froze, suspecting he had been detected. He sat still and watched to see what they would do next. "Okay," the taller alien said again, "mission success. The Omnitrix has been spotted. Time to pull back and let _him_ take care of things." A small ship flew to over their position and pulled them onboard before flying away again. Matt stepped out toward the statue, looking up to where the ship had been.

"I knew it. This was all just to get Jen to come out. They did lose track of her when she vanished." He stood there thinking for a moment. "Shouldn't be any more troubles from them now. ...Oh no. '_Him?'" _Matt turned and ran back into the streets. _I have to find Jen, fast,_ he thought.

* * *

Jen stood in the dark, empty street. Most of the fires around the town had either been extinguished by other people or had burned themselves out, so she had reverted to normal to save the watch's power. She tried to find more aliens, but no matter where she looked, she could not find any more of the invading enemies.

"It's like they just gave up and left," she said to herself. She sat down on a bench and waited for something to come along. "Shoulda brought some walkie talkies or something if we were gonna be doing this." She sighed, "Oh, right... Still haven't gotten to go home yet." She sat in the darkness, thinking about how her family was doing. She eventually decided she would go check on them. She couldn't just sit around if something could be happening elsewhere.

As she got up to start walking to the other end of town, a slight sound caught her ear, and she jumped forward. The bench she was just sitting on blew into pieces with a loud explosion. Jen tried to see through the dust and falling debris, her hand already hovering over the Omnitrix.

"It's about time you showed up again," a familiar and hated voice said through the dust. Jen immediately began switching through alien forms. A green flash filled the area as the armored mercenary came into view. Jen swung a large, rocky arm at her foe, but he jumped back and out of her reach. "Still as feisty as always, I see." Jen slammed her arm into the ground, crashing through the concrete. The street around the mercenary began to rumble. "We don't need to be having any of that, now." He pulled out the remote from their last encounter and turned a dial. A flash surrounded Jen and left her as Highjump. She quickly adjusted to the change and lunged at her opponent. He smacked her away with a quick swing of his arm.

As Jen recovered from the blow, she said to him, "It was you, wasn't it? When I changed from Burstfire earlier." Zykan'nok began walking toward her small, injured form.

"Well, it sure took you a while to come to that conclusion, but yes." He stood over her and looked down at her. "I'll admit, I was surprised that you were not left incapacitated like last time. I could not find enough information on Umbricants to fully prepare myself for them."

"Oh, really?" Jen struggled to reach for the Omnitrix symbol on her back. Just as she had almost got her small hand to it, she was kicked against a wall.

"Don't bother. Even if I did not have this remote, I have already made the observation of that form's weakness and have equipped myself to deal with it." He drew the energy rod that he always had with him. "Now, to finally take my prize." As he lowered the rod to the Omnitrix symbol, a wind gust blew by, picking up Jen's light body and carrying her around the mercenary and into the arms of her friend.

"You're not taking it from her," Matt said angrily. Zykan'nok stood slowly and faced the two teenagers. Jen jumped down and looked back at Matt. He got the idea and reached down to twist the symbol for her. Another green flash lit up the street and Jen emerged as Whirlpool. "Oops, sorry."

"Oh, it's not your fault," the armored alien said as he made his approach to them, "she became what I wanted her to." He kept walking toward them, the remote held ready in his hand were Jen to change again. Matt lifted his arm and thrust it toward him, sending a powerful burst of wind at the larger being. The warrior quickly responded by lifting his left arm and a fan blade-looking device popped out. The fan spun rapidly and the wind burst dissipated as it got to him.

"I am aware of your abilities, as well. My DNA scans told me that a wind-manipulating species was located outside of the Omnitrix's repertoire." Matt raised his arm again. "Don't waste your time, boy. As I've said before, stay out of my way and I won't-..." Matt forced a wind gust along the ground, lifting up Jen again and throwing her through the air toward Zykan'nok. Jen spun as she moved, her tentacles extending. She opened her many-toothed jaw and grabbed the remote from her enemy's hand as she passed by. She crushed the device between her teeth and reached to her belly with one of her tentacles. Yet another green flash concealed her and she skidded across the ground to a stop, a bright purple glow now lighting up the place.

"Now I can fight you properly," Jen said, then stopping to spit out a few chunks of the remote that were still in her mouth. "Blech..." Zykan'nok glared angrily at her.

"Well, I'm sure you won't attack me if I have your friend." He turned to grab Matt, but found that he was gone. He was hit in the back with a ball of energy, causing him to become angrier. He drew two guns from his waist and aimed them at Jen, firing a rapid volley of energy bursts at her. The shots exploded on impact, and he let out a satisfied chuckle. As the smoke cleared, however, he saw Jen holding a transparent wall of energy in front of her.

"You can't win now," Jen taunted in a very confident, yet calm manner. "Glowform is probably my most powerful alien. I can block anything you do and you can't do anything back." Zykan'nok lowered his weapons and began to laugh slightly. Jen became a little annoyed at this. "What's so funny?"

He shook his head slowly. "You just don't listen to anything, do you?" He pulled out a larger gun that glowed with a similar purple light to Jen's energy. "I know each of your forms and their abilities." He pointed the weapon toward Jen. "And I have everything I need to beat each of them." He pulled the trigger and a pulsing ball of energy fired from the gun, moving very quickly through the air. A wind gust blew from a nearby roof at the ball, but it was unable to hit it long enough to significantly alter its course. Jen formed another wall in front of her, but when the energy ball made contact, the wall simply vanished and Jen was struck by the attack. It did not knock her away, but she did feel dizzy and disoriented.

"Jen!!" Matt yelled from the roof. He moved to jump down, but a small energy shot zipping past his face stopped him. Zykan'nok had a gun aimed up at him in order to keep him from interfering.

Jen regained her normal feeling after a few moments. Zykan'nok discarded his larger weapon, the only charge it could handle having been used up, and turned away from her. He then began to swiftly walk away from the area. Jen tried to attack him, but she found that she was paralyzed. She struggled to make a move, but each time she tried, her body stung and held her in place. "What did you do?! Get back here!" The mercenary continued to walk away.

"Her anger will not allow her to let me simply leave. She will follow after me," Zykan'nok said assuredly to himself. "And when she does, I will easily be able to take the Omnitrix from her once and for all."

----

Jen continued to struggle. Matt had jumped down, using his wind to land safely, and tried to help her move. When it was apparent that it wasn't helping, he decided to go inspect the weapon, in case there was something there that he could use to free her. "I don't think there's anything this thing can do anymore," he shouted back to her after a while.

Jen kept straining herself, trying to do anything she could think of. After a few more minutes, she was finally freed from her paralysis and was able to move again. She was very angry now, and her glowing energy hair reflected it by moving vigorously around her. She checked to make sure every part of her was still working. When she was sure she was fine, she prepared to fly after her foe; she could still sense his energy and knew she could trail him. Just as she made to move, though, she could feel two hands placed on her shoulders from behind.

"Gwen, no!! Calm down!!" a young male voice cried out. Jen was turned around by whoever had grabbed her. "What's gotten into you?" Jen saw a boy her age with short brown hair and wearing a green jacket staring at her with concern. He glanced downward briefly as something caught his eye and then let go of her, backing up slightly. "No way...," he said with disbelief.


	22. Tennyson

_===Disclaimer: Ben 10? Not mine. Stuff from it? Also not mine. Ditto for ... Wait a minute. This sounds familiar from somewhere._

Chapter 22: Tennyson

* * *

"Not that I don't enjoy spending time with my ride, but did we have to _drive_ all around the country?" Kevin sat at the wheel of his green muscle car, overall very frustrated with a certain brown-haired teenager in the back seat. "We've been out driving everywhere for over a week. Do you know how much I've had to pay for gas already? Why couldn't we just take Ship again?"

"Because," Gwen, sitting in the seat next to him, answered, "Julie had been training and playing with Ship a lot before we had to go. He was tired out."

"Yeah." Ben leaned forward to place his head between the other two. "Besides, this is just like the old days. Driving around from town to town, stopping alien threats."

"Except without your Omnitrix," Kevin pointed out. "Who knows where that thing is. For all we know, that punk in the armor took it away and it's on some other planet by now." Ben's face dulled at the reminder. Gwen gave her insensitive friend an angry glare.

"Don't worry, Ben. We'll find it. We won't stop looking until the Omnitrix is back in safe hands." Ben leaned back and sat down in his seat. "We've managed to find a few more Plumbers' kids, at least. That could always come in handy some time." Ben nodded slightly.

"Well, there's another signal coming from this town up ahead," Kevin said. "Probably just another badge, but we might as well check it out." As they continued to drive closer to the town, they began to notice flames burning and destroyed buildings. Kevin slammed on the gad and the car sped ahead so they could assist the town's people.

----

"What's going on here?" Ben stared in shock at the chaos. People were screaming and running through the streets as beings in armor (not unlike the kind worn by the alien who stole the Omnitrix) attacked them. Strange alien beasts raced around as well.

"This is bad," Gwen stated. "We have to help them." The others agreed.

"Okay," Kevin began, "we'll go on foot. Too much stuff on the roads and I'm not putting my baby in harm's way." The two cousins rolled their eyes. Kevin took a look at the map displayed from his Plumbers badge. "I'll head this way. Gwen, you take the other side of town. Ben can go toward the signal, just in case." After making sure they would be able to contact each other easily, they set out to stop the destruction.

* * *

Kevin ran through the town, jumping onto and over cars that had been left randomly in the streets. A few of the alien mutts had tried to attack him, but they went down easily. A lot of people ran around, trying to find somewhere to get away from the invaders, but all he was focused on was finding more butt to kick. As he turned another corner, he was faced with five of the armored aliens and two more beasts. Each alien drew a gun and prepared to fire at him. Kevin raised his hands in the air.

"Whoa, whoa, guys! Easy. I'm not gonna try and fight you." The aliens lowered their weapons somewhat and advanced toward him slowly. Kevin remained in one spot, waiting. When they had approached him enough, he moved one hand to his face and pulled on it. As he dropped his I.D. mask to the ground, his body converted into an amalgam of materials: stone along his left arm and up to the right side of his head; the left side of his head was made up of a green, crystalline material; his right arm and the rest of his torso consisted of metal; and his legs were wooden. He threw a strong punch with his metal arm, instantly breaking one alien's visor and knocking him out cold. "Oops. Guess I lied."

The other aliens raised their weapons again, ready to shoot. As the shots were fired, Kevin ducked under them. He morphed his hand into a large stone ball with many crystal spikes and lunged at the enemies. He smashed one in the chest, resulting in the armor suit sparking and the alien collapsing.

"So, you need these Grav-Adapter Suits to stay standing on this planet," Kevin observed. "Well, that makes this even easier." He slammed a back-handed swing into another nearby foe, disabling his suit as well. A shot hit his back and he cringed a bit. Kevin turned around and glared at the alien behind him. "You really should not have done that." He changed both hands into large mallet shapes, quickly moved over to the alien who had shot him, and slammed the enemy between his powerful limbs. After the fourth of them fell to the ground, the last one turned to run, just as the beasts that were with them had done moments before. "Aw, come on, this is just getting fun." Kevin chased after the fleeing alien.

After a short while, Kevin caught up with his target. He jumped forward and slammed his body into the armored alien, leaving him defeated and sprawled out on the ground afterward. As he stood upright again, Kevin spotted movement in the corner of his eye. A larger alien, clad in the same kind of gravity armor, was just falling to the ground a short distance away. A metal pole stuck out of the front of the armor, obviously having broken the adapter device. Kevin saw what appeared to be just a normal human boy standing near the massive creature. Impressed, Kevin then turned to move on to the next area. A feral roar sounded from behind and he turned back to see one of the alien beasts pouncing at the other boy. Kevin reached for the ground and tore out a chunk of the concrete, then hurled it through the air, nailing the beast dead on and knocking it to the ground. He then ran off, not wanting to waste any more time in that part of the town.

As he traveled from street to street, he noticed that there weren't too many more aliens around. The sun had gone down by now, leaving only scattered fires and the occasional streetlight to illuminate the wrecked town, so he figured they all just went to bed. He kept walking, though, in case there was still some sneaking around in the dark. He heard people speaking and placed his back to a wall. Looking around the corner carefully, he saw many men wearing special body armor and carrying firearms. The letters SACT were visible on the front of the clothing. Kevin remembered back to when the Omnitrix first made him into a monster: these people, the Special Alien Capture Team, had gotten in his way a lot back then and eventually prevented him from getting the revenge on Ben that he had wanted at the time. Not wanting to pass up the opportunity to kick some more butt and get a little payback in, he prepared to fight them. "Oh, this is gonna be sweet." He jumped out from around the corner and ran at them to attack, but no special powers; he knew Gwen would yell at him if he used them and she found out about it.

* * *

A beeping noise came from inside Kevin's car. A scanner on the dashboard displayed a notice that a piece of Level 20 alien technology had been activated within the town. The device continued to beep with no one around to hear it.

* * *

One final alien fell to the ground. Gwen let the glow from her hand vanish and she lowered her arm. She was exhausted from all the fighting; she hadn't expected there to be so many attacking such a ordinary town.

"That had better be the last of them for now." She fixed her hair back into her ponytail and stopped to rest up for a bit. Not too much later, though, more terrified shouts could be heard. Gwen raced off in the direction of the screams. She saw a group of senior citizens trying to get away from another of the invaders, this one slightly taller than the previous ones. The alien raised a large staff and charged at the older people from across the street. As he closed the gap, Gwen formed a large wall of mana and thrust it toward the warrior. The tall alien was pushed down the street and away from the scared people. Gwen ran over to them.

"Is everyone alright?" The men and woman were all panicking, and asked her to help them. "Okay. Stay behind me and move while I distract it." The alien was running towards Gwen, his weapon ready. As he advanced, Gwen threw mana balls at it continuously. Each hit made the alien flinch, slowing him down. Finally, one hit him right in the chest, causing the armor to spark slightly. He fell down in the middle of the road. "Now! Move now!" Gwen helped the elderly people get away from that spot. They couldn't move very quickly, though, and she could already hear the enemy starting to recover. She prepared to launch another assault on the alien.

Just as the alien was getting to his feet, another one appeared and tackled him away. The new alien was almost pure black and had numerous spikes and blades on its body. It didn't seem to notice her and the other people, so Gwen took the chance to help the terrified seniors escape. "Come on, keep moving!" She looked back to keep an eye on the aliens, but she couldn't see the spiky alien. The one in the armor was also glancing in every direction, trying to find what hit him. Then suddenly, a claw appeared from the shadows and sliced into the armor. The armor sparked and exploded, and the black alien was left standing by itself on the street.

The dangerous alien began to turn around. Gwen shot another mana ball in an attempt to throw it off balance. It simply shook off the attack and turned to fully face Gwen and the others. The alien then began to charge toward her and she got ready to defend against it. Instead of attacking, however, it jumped over them and climbed up onto the roof. It threw another alien in armor off the rooftop and then climbed back down. Upon reaching the ground again, it looked at her and said, "Get everyone out of here." Gwen was surprised that it could speak, as well as that it was there to help. She nodded and then continued to help the others get out of there.

"What was that thing?" Gwen whispered to herself as she moved the rest down the street around the corner. "Whoever he was, at least he's on our side. I'll have to come look for him again after this."

* * *

Ben walked down the streets, mainly looking for people he could help get into shelter. Even after nearly two weeks without it, he still wasn't used to not having the Omnitrix available again.

"I should've thought to have Kevin grab me something I could use to fight with," he sighed. Fortunately, it seemed that fewer aliens were roaming the streets, as if they all just left for some unknown reason. A child crying caught Ben's ear and he looked around for the source of the sound. He eventually pinpointed it and walked into an alley. On the other side of a dumpster, he found a young girl sitting in the corner, crying in fear. Ben walked over to her slowly and crouched down next to her.

"Hey, there. Are you okay?" he asked her. The girl looked up at him and wiped her eyes. She nodded. "Did you get lost from your parents?" The child nodded again. "Well, I'll help you find them. Where do you live?"

"Um. On... Pillar Street," she said with a wavering voice through brief sobs. Ben reached out his hand and she took hold of it as they both stood up.

"Well, we'll just have to get you back there. Do you know where it is from here?" The girl shook her head. "I was afraid of that... Oh well. Come o-..." A roar from further down the alley interrupted him. The little girl got frightened and began to scream before Ben covered her mouth. "Shh," he said with his finger to his mouth, "let's get out of here quietly." She nodded and he let her climb onto his back before he ran out of the alley and along the sidewalk, hoping to find Pillar Street soon.

Street after street, Ben kept moving quickly to make sure that whatever was back in the alley wouldn't be able to find them. No matter where he looked, there were no signs denoting the street he was searching for. Another loud roar came from behind him. The girl screamed from his back. Ben turned his head and saw one of the alien animals running after them.

"Uh-oh. Hang on, kid." Ben started to run as fast as he could, in the hopes of losing it somewhere. But no matter how many corners he turned, the creature kept chasing them. It got closer with every passing second until it was nearly right at them. Then the beast was stunned by a bolt of energy. Two men ran to it from alleyways on opposite sides of the street and began to constrain it. Another man stepped out of hiding in front of Ben and the girl and walked over to the other two men.

"Good work, boys," the man said. "The lieutenant will be pleased with the number of specimens we've captured here." He then turned his attention to Ben. "You kids shouldn't be out here right now. It's dangerous."

"I know," Ben said back. "This girl got separated from her parents. I'm trying to help her get back to her house. Do you guys know where Pillar Street is?"

"No," the man simply answered, "but these two have been looking for their child. You might want to ask them." He made a motion directed at the place where he had been hidden and a civilian man and woman stepped out.

"Mommy, Daddy!" The girl got off Ben's back and ran over to her parents, and they both got down to hug her tightly. The father walked over to Ben after a while and thanked him greatly for saving their daughter.

"No problem," Ben said. "Well, I'm sorry to just take off, but I need to be getting somewhere." The man nodded and walked back to his wife and child. As Ben turned to leave, the man in the combat gear stood in his way.

"You look familiar," he said to Ben. "Have you ever encountered a Lt. Steel?"

"Um, maybe," Ben said awkwardly, realizing who these people were now. "Listen, I really need to go." The man looked at him for a few more seconds, trying to make a connection between the teenager and some of their files, but then stepped aside and let him pass.

----

Ben walked among a dark section of the town. He didn't know exactly where he was, and with Kevin carrying the badge, he couldn't even figure out where the signal he was supposed to be looking for was. Didn't need a badge because the Omnitrix worked just as well, huh? Guess they didn't see this problem coming.

"Oh man, I am so lost. Guess I'll have to call one of the others." As he reached into his pocket for his phone, he noticed a bright purple glow filling the area. He looked up and saw an Anodite, hair swirling around furiously, floating in the middle of the street. It had to be Gwen! Something had enraged her enough for her to tap into her full power, and Ben knew she wouldn't be able to handle it all. Worried, he immediately rushed over to her and placed his hand on her shoulders.

"Gwen," he shouted, "no!! Calm down!!" He turned her around to face him. "What's gotten into you?" he asked with fear and concern. Then he noticed something odd. Her eyes were green, not white like he remembered his grandmother's being. Then another sight caught his eye; he glanced down... and saw the Omnitrix symbol on her chest. He removed his hands from the mystery girl and stepped back. With disbelief, he simply said, "No way...." 


	23. Meeting

_===Disclaimer: I do not own the Ben 10 series. And since they're here now, I also do not claim ownership of Ben, Gwen, or Kevin. Or Kevin's car.===_

Chapter 23: Meeting

"No. It can't be." Jen watched as the strange boy muttered to himself. He moved toward her again and grabbed around the edges of the symbol on her chest. He started to pull hard on it, as if expecting it to come off. Jen grabbed his hand and pushed it away from her. "It really is! I found the Omnitrix again!!" At hearing that word, Jen tightened her grip on the boy's wrist, causing him to wince slightly. She knew he had to be another one of those aliens in some disguise, like Matt mentioned. She then wrapped her hair around his body and lifted him into the air. "Whoa! Hey, what are you doing?"

"What do you guys want with the Omnitrix?" Jen asked him, her powerful voice filled the area. Matt started to walk over to her. "You guys keep attacking me for it. Who is this master of yours? Why does he want it so badly?" The boy looked confused, but it had to be an act.

"'You guys?' 'Master?' I don't know what you're talking about!" Jen constricted his body harder. Just as she was about to speak again, she was hit in the back. She glanced behind her and saw a ball of purple energy like her own zooming toward her. She formed a wall quickly and blocked it. She saw a girl running at her – the same girl she saw helping the old people earlier. Another shot was fired at her, but Matt raised his arm and blew it into a wall before it reached her. He then moved forward and stood between the two girls.

"Hey, what's the big idea?" he shouted at the girl.

"Let him go!" she shouted back. She then climbed over him using small platforms that made stairs. He turned and launched another wind blast at the girl as her hand started to glow again. She was blown off the street and onto the sidewalk. "Why are you defending her? She's got my cousin!"

"She's my friend," Matt answered.

"Your 'cousin' tried to take something from me," Jen explained as she still held the boy over the street. "Why don't you guys just give it up and go home like the rest of your buddies? Or did that Zykan'nok hire you to do his dirty work for him?"

The boy struggled to speak. "Ungh... I think... there's been a mis... urgh... understanding."

"Yes," the girl said, "please, just let him go and we can talk about this." Matt and Jen looked at each other. Matt nodded to her and she reluctantly let the other boy down. The boy inhaled hard as he caught his breath. Matt and the girl walked over to the other two. The girl then gasped with surprise. "Is that...?"

"Yeah," the boy said to her with a happy look. Jen was still expecting some answers.

"Okay, do you two mind explaining what you want with me?" The two strangers stopped talking with each other and stood together, ready to talk.

"Er, could you turn back to your regular self first?" the boy requested. Just wanting to move along, Jen reached to her chest and pressed on the symbol, reverting back to her human form. The two supposed cousins looked even more excited, to Jen's remaining confusion.

"Okay," Jen said, "now explain yourselves."

The boy started. "Well, it's really a long story. But basically, the Omnitrix used to belong to me." Jen and Matt's eyes both opened wide with surprise. Jen couldn't believe what she was hearing.

"Wait a minute... So, you're saying this is yours?" The boy nodded with a smile still on his face. "I found this sitting on the side of the road, with nobody around. How am I supposed to know you're not lying?" The other two seemed troubled by this.

"You have to believe us," the girl said. "Ben found that thing in a forest five years ago. He used it to help a lot of people that summer. You must have seen or heard about it in the news." Jen and Matt both knew that knowledge of the strange occurrences around the country that year would likely be limited to people who had been living on Earth since then; they probably weren't aliens. But still, Jen couldn't believe that the person in front of her now once owned the powerful device on her wrist.

"Well, if he did own it," Matt spoke up, "then he should be able to tell us about some of the things it can and does do that wouldn't be general knowledge to anyone who's heard of it." Jen nodded in agreement.

"Alright, no problem," the boy (Ben apparently) said with confidence. "Let's see... It likes to pick a different alien than you want; it shuts down on its own after about 10 minutes and often doesn't work again for a while; it can repair genetic damage to people and aliens; and it only has ten aliens when you first put it on. Is that enough?" Jen admitted that the first three things were accurate, although she had yet to check just how many forms were on there, despite her free time back in the Null Void. But she never heard of this 'genetic damage repair' thing; maybe they _were_ telling the truth. She decided to go along with it for now, but she still couldn't help but feel suspicious of them. "If you still don't believe me, we can call somebody else and have him come here, too." The girl nodded quickly and walked a short distance away with her phone out.

"Okay, fine. I believe you," Jen said to him. Matt's decision paralleled hers. "But how did you lose it, anyway? It doesn't seem like you're from around here, so you couldn't have just dropped it. And this thing doesn't really come off that easily."

"I know," Ben said. "Some alien in armor attacked us and used this weird rod to pull it from my arm. Then he threw it in some portal device and the next thing I knew, it was gone. I guess it must've appeared by you after that." Jen thought back to the strange wind and lights on the day she first found the watch. "Oh, I guess I don't know your name yet." He held out his hand. "My name's Ben. Ben Tennyson." Jen reached for his hand and shook it.

"Jen." He extended his hand to Matt, too, and he also introduced himself. The girl came back just then.

"Okay, he said he'd be here in a bit; he's not too far from here, I guess." She looked at the handshake just finish and decided to introduce herself as well. "My name's Gwen," she said. Jen and Matt both shook her hand and told her their names, too. The four teens stood around waiting for the cousins' friend to show up, talking about small things to pass the time. Matt stepped aside for a moment to call Kelly, but she didn't answer.

Finally, the person they had been waiting for arrived. He looked older than the others and was taller than them. He had short-medium black hair and wore a blue shirt that made him look sort of like a car mechanic. He had a fairly strong-looking chest, but Jen quickly shook the thought from her mind.

"Hey," he nonchalantly greeted the rest. "What was so important that I had to rush over here? I was busy kicking some guys' butts." Gwen looked at him with a raised eyebrow. "Um, _alien_ guys. 'Cuz they attacked me first... Yeah."

"Uh-huh," Gwen responded with obvious doubt in her voice.

The older boy noticed Jen and Matt. "Who are they?" He spotted the Omnitrix and got all shocked like the other two. "Dude, are you kidding me? We finally found it?!" Ben and Gwen nodded.

Ben turned to Jen and Matt. "Guys, this is our, uh, friend, Kevin." They both raised their hand to say hello. "Kev, this is Matt and Jen. She found the Omnitrix after that hunter guy teleported it away."

"Sweet. Now we can go home and-... Wait, did you say her name is Jen?" Jen nodded, puzzled. "Oh, no way. Aha ha ha ha ha!!! '**Jen**?' You cannot be serious!"

"What's his problem?" Jen asked as the guy kept laughing his head off.

"Just ignore him," Gwen replied. "He's easily amused by certain names." Jen looked over at Matt and shrugged.

"We can't go home, yet, though," Ben pointed out, interrupting Kevin's amused laughter. "We didn't bring anything to get it off." Kevin blinked a couple times and then smacked himself in the face.

"Oh man... I knew I was forgetting something when we left! What was I thinking?!"

"Probably nothing, as usual," Gwen poked.

"Not like you two thought of it, either," Kevin retorted.

"_Touch__é._"

"Well," Matt said, "if you guys can't take it back right now, what are you gonna do?"

"I dunno," Ben admitted. "I mean, it's not like we can just wait here for it to come off on its own."

"Well, maybe we could stay here for a little while, anyway," Gwen proposed. "You know, we could help the town recover from the alien attacks."

"Sure," Ben agreed. Matt also liked the idea and was willing to pitch in as well.

"It's probably best to go find somewhere to sleep for now, though," Jen suggested. "Personally, I'm exhausted. You would not believe all the stuff I have been through these past few days." Just then, Matt's phone rang. He pulled it out of his pocket and answered it.

"Oh, hey. I tried calling you earlier. … Oh. … Oh! … Well, that's good. I'll tell her. … Yeah. … Okay, we'll come meet you guys there. Oh, and we might be bringing a few more people. … Oh, you'll see. … Okay, see you in a bit." Jen looked at him as he put his phone away, curious about the conversation. "That was Kelly. She and Cirrhon were trying to hide before, so she had her phone off until now. Anyway, she found your family." Jen made sure to listen carefully now. "They're all fine..." She sighed with relief. "...and they're gonna spend the night where they are right now. I told her we'll meet her there."

"Oh, thank god they're alright," Jen sighed after he was finished speaking. "Okay, we should get going, then."

"You guys can come, too, if you don't have anywhere else to go," Matt offered. The three others looked at each other for a moment.

"Sure," Ben accepted. "The only place we have to stay in right now is Kevin's car." Kevin prepared to get angry as he expected Ben to crack a joke about his precious vehicle.

"Okay, then let's go already," Jen said, wanting to finally see her parents and brother for herself.

* * *

As they got closer to their destination – a small, currently closed motel on the south end – the five teens kept talking about things, mostly alien in topic.

"Yeah, you might be part alien," Gwen said at the end of one conversation. "It's pretty common among the kids of Plumbers. Me and Kevin are like that, too. One of your parents was probably an alien." Jen was pretty surprised to hear that, and even more surprised to learn that one of her oldest friends was half alien. Matt was also quite startled by this revelation, but he had some suspicions about his recently discovered powers for a bit now.

"Hey, what about me?" Ben complained.

"What about you?" Kevin asked back with indifference.

"I'm part alien, too."

"Yeah, technically. But you can't do nothin' without that Omnitrix strapped to you. Ow!" he shouted as Gwen smacked him.

"Would it kill you to show a little compassion?" she scolded him.

"Who knows? It just might. And then how would you live with yourself?" Gwen scoffed at his ridiculous response. Jen and Matt looked on, wondering how such a strange relationship like those three's managed to work on a daily basis.

Upon arriving, Jen immediately rushed inside. Kelly got up when she came in and gave her a big hug, which Jen returned, though she still wanted to see her family as soon as possible. After asking Kelly where they were, she moved on, leaving Kelly and the new guys to get to know each other.

Jen opened a door and her mother and father looked up at her. Her brother was sleeping on a bed on the far side of the room. Her parents quickly got up and hurried over to her, her mother in tears. They wrapped their arms around her and hugged her tight. She found herself starting to cry with happiness as well. Jen thought back to the lost child she found earlier in the week and how overjoyed his mother was to have him back. She knew exactly what that was like now.

"Ohh, Jenny. We were so worried about you," her mother said.

"Where have you been?" her father asked. "Your friends told us you were all staying at Matt's place to work on a project, but we didn't get the chance to talk to you and you never checked in for a couple days. And then all this happened... what's going on, anyway?" Jen just kept hugging them both.

"I'm sorry I didn't check in with you guys." They kept her in their embrace. "I didn't mean to make you worry."

"Well, we'll have to get you a cell phone now, in case this ever happens again."

After a few more minutes with her family, Jen decided to go back out to the others. Her parents followed her out of the room to allow their son to rest. "Mom, Dad - this is Ben, Gwen, and Kevin." They all waved as they were introduced. Her parents also welcomed Matt.

"Hello, Mr. and Mrs. Tenning," he greeted in response. Kevin stifled a chuckle and Gwen pushed him away from the rest to let him get it out of his system.

"Well, feel free to settle down in any of the rooms," Mr. Tenning offered. "We're the only ones here right now." Everyone acknowledged the offer and set about choosing their sleeping quarters. They all needed to rest if they were going to help rebuild the town tomorrow. But Jen was still thinking about Zykan'nok; he just left earlier. He didn't run, he didn't use his ship – it was as if he expected her to follow him. And she knew that he or the other aliens would attack again if she didn't show up soon.


	24. Ownership

_===Disclaimer: I don't own the Ben 10 series or its characters. And if anyone says I do – well, they're just a dirty rotten liar. No offense. (Okay, maybe a little.)===_

Chapter 24: Ownership

The moonlight shone through the clouds, illuminating the small parking lot of the motel. Jen sat on a bench next to the building. She was thinking about all that had been going on lately; about how much has changed since she found the Omnitrix; and about Zykan'nok, where he went to, and what he was planning. And now, she had more to think about: someone shows up claiming that he was the true owner of the watch, and admittedly, it does seem that he knows enough about it personally to have once had it. But could she really just give it back? She hadn't owned it for very long, but she still didn't feel like it would be easy to part with it.

The sound of a door opening distracted her from her thoughts. Ben had come outside for some reason. He looked her way and smiled, then walked over to sit down with her. "Hey," he greeted her. "What are you doing out here at this time?" Jen shrugged slightly.

"Couldn't sleep; lot on my mind right now." Ben leaned back and stared up at the stars. "What about you? Why are you up?"

"A lot of what we deal with happens at night. You get used to staying up late after a while. Sometimes it can be hard to get to sleep at a regular time, though." Jen shook her head a bit; she would never be able to stand that. Ben continued to gaze up into the sky. "Your friend Matt told me about the stuff you've done." Jen looked over at him. "Saving people from a burning building, stopping a bank robbery, finding lost kids, even helping other aliens. Those are good things." Jen felt a little better to remember how she's helped others. "I used to do that a lot when I was younger. Most of it is bigger stuff now, but I still do those things sometimes. Well, did..." His face grew sad.

"You really want this back, huh," Jen said. Ben tilted his head back down.

"More than you know. I've had it for so long. And I've been trusted with it by its creator." Jen was amazed that this boy knew the person who made such a powerful device. Or the alien who made it, more likely than not. "It's hard to get used to not having it anymore." Jen nodded, already having an idea of what it would be like. "So, what aliens do you have on it?" he asked, curious.

"Um, I don't know exactly. I never got around to counting them all." She lifted her arms and started to look through the holograms. "I gave them names, so I could remember them better and stuff. Kinda silly, I guess..."

"Nah. I did the same thing." Jen grinned a bit.

"Let's see... I call this one Highjump," she explained, showing him the display of the small alien. "And this is Burstfire. And Whirlpool. Glowform, Zip Zap, Werefang, Skywing... haven't named that one yet... StoneArm, and Glooby. I guess that makes it ten, like you said earlier." Ben seemed to recognize some of them. He told her about the ones he had before it was stolen from him, and then they continued to talk for a bit more before eventually going back in to get some sleep.

* * *

Jen stood around staring at a ruined building, not having a clue what she was supposed to do to fix things. Matt had some skills at building and repairing stuff, and with that body-stealing freak's help, Kelly would be able to get plenty done, even if she didn't really like doing hard work. But Jen, the only thing she'd ever really built being a cave she dug out with her bare hands (sort of), didn't know the first place to start. She looked around and could see other people around. Some were glancing around cautiously as they walked along, fearing another attack. But others had also started to fix up things around town.

What was probably preventing her most from finding a starting point, though, was the lingering thoughts of Zykan'nok's plans. She knew she couldn't just fall into whatever trap he was obviously setting. But at the same time, she couldn't allow him to have a reason to harm the townspeople again.

----

Jen was taking a break after working for a few hours. She had decided to just help other people with whatever they needed. Kelly came along carrying a small tray of cups. She spotted Jen and ran over to her.

"Hey, need some refreshments yet?" Jen looked up at the tray and wiped her brow.

"Smoothies? Ech... no thanks."

"No, I got you a soda," Kelly giggled a bit. She handed the drink to Jen, who then took a sip. "The smoothies are for Ben. He really loves them." Jen could not imagine anyone drinking that many Mr. Smoothy smoothies and not puking.

"So, how goes the work for you?" Jen asked.

"Alright, I guess. This arm machine thing really helps. And Cirrhon knows how to fix stuff up pretty well." Jen still didn't like the mention of his name. "How about you?" Jen didn't respond for a few seconds as she thought about something.

"I'm gonna go," she finally said.

"What?" Kelly asked.

"I'm gonna go find that mercenary and take care of him." She stood up and took a few more sips of her soda.

"But, Jen! Didn't you say he was trying to get you to follow him? What if it's a trap?"

"I know... But if I don't go, he might attack again." She glanced over at the other people hard at work. "I'm not going to let more people get hurt just because I want to be careful. Besides, if I can get ahold of that rod of his, I can give the watch back to Ben..." Kelly was clearly troubled by Jen's decision.

"I'm coming with you. I'm not going to let you do this by yourself." Jen didn't want to put her friend in danger, but she could see Kelly would not accept a 'no'. Jen eventually agreed to let her come. "I'll call the rest, too." Kelly started to reach for her phone.

"No time. We don't know how long he'll wait for me to show." Jen ran around the corner and checked up and down the street. After making sure nobody was around, she activated the Omnitrix and changed into Werefang. "I chose to take this area because it's where I fought him last night," she explained to Kelly. "I should be able to pick out his scent and follow it to his hiding place." She put her nose to the ground and tried to discern his alien smell. When she had found it, she began to move quickly on all fours, following the trail, with Kelly keeping up behind her.

* * *

"He should be in here," Jen said, now back in her original form, as she and Kelly walked into a strange cave that the scent trail led them to. "Weird... I don't remember this place ever being here before..." Kelly looked around nervously as they went farther in.

"Okay, I don't like this place. I'm calling the others." Jen didn't bother to object this time; they were already where Zykan'nok had to be. They continued walking as Kelly spoke to Matt and then hung up. They came to a large open part of the cave. The metallic walls were illuminated by strange glowing lights. A door shutting behind them and a sudden voice made them jump and freeze in place.

"Well, it certainly took you long enough." Zykan'nok stepped out of some shadows on the far side of the room. "What, did you get lost on the way here?" He quickly glanced over at Kelly. "I see you brought some help. Not that it matters." Jen was getting angry again.

"I'm here to fight you!" she shouted at him. "And when I beat you again, you're going to leave and never come back! Got it?!" Zykan'nok simply stood and stared, unfazed by the girl's aggression.

"Oh, I'm certain I'll have no reason to come back to this pitiful place once I'm done here," he assured her. With that, Jen activated the Omnitrix and selected Zip Zap. A green flash filled the room as she transformed into the smaller creature. When she had finished, she immediately jumped through the air as a bolt of electricity. Zykan'nok did not make a move to dodge right away. Instead, he placed his hand on the wall for a second, then raised his other arm in front of himself. A small energy barrier formed from his hand and began to drain the energy from Jen. She changed back into physical form and jumped away from him. "How quickly you forget," he chuckled. "You've already seen this one, and yet you attempt to do the same thing."

Just then, a leg flew at the mercenary's head. Spotting it at the last second, he ducked out of the way. Kelly pushed off the wall and landed next to Jen. "Almost had him," Kelly said, her voice deeper due to the influence of the one truly controlling her now. Jen reached to her chest, knowing that Zip Zap would not be able to help now. When she pressed on the symbol, however, nothing happened. She glared straight at her enemy.

"What did you do to it?!"

"Oh, are you having trouble with your powers?" he asked her in a condescending tone. "Well, allow me to help you change forms." He placed his hand on the wall once more. Jen could see a part of the wall move inward as he pressed on it. The lights in the room began to glow green now. The Omnitrix symbol suddenly lit up and Jen found herself as StoneArm. "This room was designed specifically to defeat the Omnitrix." Jen looked up again, angrily, as he explained. "It will cause you to randomly shift forms, keeping you from being able to use an effective strategy against me. And, as you must remember from our last encounter, too many shifts will drain its power, and leave it a simple prize for me to take."

"You aren't getting your freak hands on it!" Jen shouted as she fired a boulder from her arm at him. He jumped out of the way, at which point Cirrhon hurried toward Zykan'nok's new landing point ahead of him. Activating the device on Kelly's arm, he stayed in the spot and prepared to attack. Zykan'nok saw this and quickly grabbed a tiny object from his shoulder. As he landed, Cirrhon thrust Kelly's arm forward, the mechanical arms on the device moving to attack the enemy. The mercenary reached his arm out as well.

As the two clashed, Jen suddenly switched again, this time into Skywing. She leapt up and soared over to them. She grabbed onto the armored alien and flew up toward the ceiling. Once she was high enough, she began to fly in circles, building up momentum. She then let go of him and he went flying into one of the cave walls before falling to the ground. Jen then caught a glimpse of Kelly's body collapsing. She quickly flew down to check on her. Zykan'nok chuckled on the other side of the large room.

"You won't be getting any more help from them. I've placed a chip onto her body. It will suppress the control of the one inside her, but still prevent her from regaining command of her own body. And it will only come off when I want it to." Jen grew angrier still. She turned and jumped toward him, wings extended and tail thrashing. As she drew nearer, another flash engulfed her and she transformed into Werefang. Still moving through the air, she split open her jaw and unleashed a wave of energy from her mouth. Not being able to react in time, the warrior took the full force of the attack and his armor began to spark. Pieces of it began to break off as the howl caused it to violently vibrate. After Jen was finished, most of the armor had fallen apart and her foe was shaking as he began to struggle. She turned away to head back to Kelly, another flash changing her into Glooby.

As she got to her friend, though, a shot of energy hit the device hovering over her and knocked it to the ground, disabling it. Jen's body dropped to the floor as a helpless puddle. She looked over to where Zykan'nok was, and saw him still standing and holding his gun out.

"But... your armor...!" Jen tried to speak through the shock. "I destroyed it! How can you still stand?" The alien tore off the remaining fragments of his broken armor, now wearing only a simple black suit made for minor body protection. He removed his helmet, the visor shattered, and revealed his three-eyed face with a strange jaw that split along his chin.

"I have trained myself," he said to her, the lower part of his jaw splitting open and moving as he spoke. "Trained to withstand your planet's gravitational pull and fight well under it." He walked over to her, preparing the energy rod. "It looks like my hard work has paid off."

Just as he was about to remove the symbol from her, it flashed again, changing her this time into Highjump. Jen immediately got to her feet and jumped over his head. Not having any special gear to work with anymore, Zykan'nok chased after her. He shot his gun at her, but she was much too fast to hit. She shifted into Glowform and turned to fire back on him. A few shots hit him and knocked him back. She moved her energy hair downward and ran it along the ground toward him. She then lifted it up beneath him swiftly, sending him up into the air. After becoming Burstfire, she blasted a wave of fire up at him. The flames engulfed him briefly, then he fell from the air. As he hit the ground, Jen ran over to finish him off. As she did, though, the Omnitrix activated once more, and she became the black alien. Feeling weakened again, she fell down and lay there, unable to get up until the watch changed her again. _Why does this have to happen now?!_ she shouted in her head.

Zykan'nok stood slowly. Seeing his opponent sprawled out on the ground clearly made him happy. Making his way to the wall again, he pressed on it and the lights became their normal color once more. He then walked over to the destroyed parts of his armor. Jen could hear him digging around for something, but she couldn't turn her head to see what. He came back into her view and held in his hand four metal spikes. He went to work putting them into the ground around her. Just when he had placed the last one, the Omnitrix timed out and returned Jen to normal. She started to regain her strength, but was too late to get up before the spikes sent a shock through her body, leaving her completely unable to move once more.

"Well, it's been fun. But I really must be going now." The mercenary lowered the rod to Jen's wrist and placed the end of it on the Omnitrix. It coursed with energy, as did the Omnitrix. Jen could feel the energy and tried hard not to cry out in pain. Over the sound of the energy sparking, she could hear a loud pounding along with a mechanical whirring sound. Light filled the room from above – the roof had been opened. Jen then felt the Omnitrix let go of her arm, and a feeling of dread filled her mind. One more loud pound echoed and then the sound of energy zoomed above her.

"Jen!!!" Matt and Ben yelled in unison. Zykan'nok leapt backward as Kevin, his body looking like a strange mix of materials, threw a punch at him. He placed the Omnitrix in a capsule which he then firmly attached to his waist. A purple energy ball hit one of the spikes and Jen was able to move again. She got up right away and tried to attack the alien herself. He managed to dodge both Jen and Kevin's physical assault, as well as Gwen and Matt's long-ranged attacks. Kelly got up in the far side of the room, the chip having short-circuited due to the amount of energy the removal of the Omnitrix emitted. Ben ran over to grab the removed spike and charged in to fight as well. Outnumbered, Zykan'nok could only try to avoid their attacks.

"Zykan'nok!" Everyone stopped fighting for a moment to see who had suddenly spoke. Standing not far from them all was a very small grey alien with large eyes and what looked like a mustache growing on his face. Ben and the others seemed to instantly recognize him. The small alien stared at the mercenary.

"Azmuth," he simply said back. Kevin lunged at him again while he was distracted, but the warrior easily threw him aside. "Here to lecture me again on not taking your creation?" he said as he dodged more of Gwen's projectiles. Jen and her friends became very surprised to learn that this was the one who created the Omnitrix, though they were still trying to get it back. Cirrhon attacked from down low while Matt sent a wind gust that Ben utilized by tossing the spike into its path. Zykan'nok ducked under the spike and kicked the other aggressor away from him.

"You know the power of the Omnitrix should not be misused. Why do you continue to work for those who would wish to do just that?" Azmuth's words contained a hint of disappointment.

"I have heard enough from you before, old man," he retorted, moving aside as Jen tried to grab onto his arm. "I've spent a great many years honing my skills at defeating and capturing the Omnitrix, and I will use them however I see fit." He made a large jump away from all the others, avoiding energy balls and wind gusts as he moved. "I will thank you, however; you have provided enough of a distraction for my transport to arrive."

Just as he said, his ship soon appeared through the open roof of the cave. It emitted the tractor beam and Zykan'nok swiftly moved toward it. Jen knew she couldn't let him get away again – not this time. She ran as fast as she could at him. Just as he began to be pulled inside, she grabbed onto his leg. The others all gathered underneath as the two of them moved higher toward the ship. As he was almost in, Zykan'nok got out the energy rod again and jabbed Jen with it. The energy shot through her and she let go of his leg. Gwen caught her with her powers and lowered Jen carefully to the ground. Jen stared up hopelessly as the ship flew away and out of sight.

"What have I let happen...," she said quietly to herself as she realized that it was all over.

* * *

_A/N: Whew... long chapter. But this isn't the end, don't worry. As always, reviews, suggestions for how to fix/improve things, and questions if anyone has them (in a PM, so they can be answered more easily) are always welcome. Next update soon._


	25. Zykan'nok

_===Disclaimer: I still don't own the Ben 10 series. If I did own it, then this wouldn't be fanfiction; it would just be fiction.===_

Chapter 25: Zykan'nok

"Rrraagghh!!!" Kevin yelled as he slammed his fist into the floor. "We were so close, and then it gets taken again!" He turned his attention to Jen, who sat in the middle of the cave with her head down. "How could you let him get away?! Do you have any idea what he can do with that thing?!" Jen lowered her head further.

"Kevin!!" Gwen glared angrily at him from Jen's side. He closed his mouth, turned, and walked away. Kelly walked over to Jen and wrapped her arm around her friend to provide comfort.

"It's okay, Jen. We all tried to stop him. He just got away – it wasn't anyone's fault." Jen still didn't look up. Ben, still gazing through the open ceiling, was wondering what exactly the armored alien wanted with the Omnitrix.

"Azmuth," he started, facing the small alien, "you spoke to that guy like you knew him." Azmuth nodded his head slightly. "Who is he? Why didn't he just put on the Omnitrix when he got it?"

"He once said that he had orders from someone to retrieve it for them," Matt added in. Azmuth moved over to the rest and closed his eyes for a moment.

"To answer your question, Ben, his name is Zykan'nok. At one time, he asked me to teach him. About what, I won't go into at this time. However, he did learn much about the Omnitrix as I was designing it." Everyone listened closely to what the old alien had to say, even Kevin, who had come back in a less aggressive mood. "He paid very close attention to my designs, trying to learn everything he could. I did not think much of it at the time." His face changed to a look of sadness. "One day, he came to me asking many questions about as many of the species I had documented for entry into the Omnitrix as he could think of. I was curious as to why he wanted to know this – it was not related to what he initially came to me for – and his intense focus on the Omnitrix was beginning to cause suspicion in me. When I asked him why he wanted to know this, his answer filled me with a great many emotions, from fear and anger to disappointment."

"Why did he want to know?" Kelly asked when Azmuth took a long pause to think back.

"He wanted to prepare himself to face the Omnitrix," he finally revealed. "To defeat it and whoever would wield it, and then take it from them." Kevin began to get angry again when the mention of the watch being taken was brought up once more.

"Okay," Ben said, "but that still doesn't explain why he didn't just put it on." The small alien shot him a quick glance.

"I was getting to that. If you wouldn't interrupt me, I could continue." Ben kept quiet and let Azmuth speak. "He told me that he did not want to wear the Omnitrix. He said that having it for himself would not be enjoyable for him. He only wished to prove himself against its power. I told him it was not a weapon, but he would not waver in his choice." Again, he looked disappointed. "I decided that he should not remain around it, in case he should try something rash and take it away to hand over to someone who would misuse it, just to find an opponent. So I took my equipment and schematics and left to a more secluded location."

"Xenon?" Gwen guessed. Azmuth nodded in confirmation.

"So who is he working for, then?" Matt asked. "From what you've told us, he doesn't sound like one to get it for someone just because they wanted it."

"After creation of the Omnitrix had finished, and I was having it sent to other planets for it to be used as I had intended, Zykan'nok attacked one of the transports. He managed to easily capture it, and then sent it back to me after a short time. He did this a few more times, never on a regular basis, but I kept having it delivered to other planets, seeing no harm as long as no one was wearing it at the time and getting hurt." Jen tilted her head up to listen. "But one of those times, he did not send it back to me. I later found out that someone had hired him to obtain it."

"Who?" Kelly asked, curious.

"It is of no concern now," Azmuth replied, "but Zykan'nok had found that he could receive payment for doing what he had trained himself to do." He stopped speaking again and shook his head for a moment. "The Omnitrix was returned again after a while, but I chose not to send it out again without proper protection."

"And that's when you entrusted the Plumbers with it," Ben figured out.

"So do you know who he's working for now or not?" Kevin asked him impatiently. Azmuth paid no mind to the boy's attitude.

"Judging by the design of his ship – Zykan'nok has not used his own since before he began being paid, preferring to have his employer provide it for him – I would have to say he is working for someone of his own species. And the only one of their kind that I am aware of being so power-hungry as to seek to acquire the Omnitrix is Gan'nargo Kah, ruler of half their homeworld." Jen paid especially close attention to the name.

"Perfect," Kevin exclaimed. "Now we can just go get Ship and zip over to their planet, then beat the snot out of this Gangragy guy and take it back from him."

"No need," Kelly stated. Everyone looked at her and she continued, "If Zykan'nok keeps giving it back, then we just gotta wait for him to turn on his boss and return it to so he can find someone else to take it from. Then Ben can have it back, and everything will be okay." Matt was pretty surprised that she realized that before everyone else did, though he knew that Zykan'nok would just attack Ben again in that scenario.

"She has a point," Gwen said. Azmuth looked over at Jen, who still sat on the ground looking troubled.

"You were wearing it before just now, correct? It was not Ben?" Jen looked to him and nodded. "Hmm... And how many times has he attacked you?"

"This was the fourth time we fought. Or third, maybe, depending on how you look at it," she answered him. Then she came to a sudden thought. Azmuth lowered his head in a long and sad nod, seeing she had come to the conclusion as he. "We have to find Gan'nargo Kah and get the Omnitrix back from him," she proclaimed. The others were confused.

"But Zykan'nok will just send it back," Ben tried to explain to her, "we already got that."

"No, he won't," Jen said with a scared look. Again, nobody knew what she was talking about.

"He has never been defeated by anyone before, and he can be a very petty individual," Azmuth elucidated. "He will seek revenge."

* * *

"I have retrieved the Omnitrix as you requested, master." Zykan'nok held a container in his outstretched hand.

"Finally! It has taken you a good long while to complete your task, Zykan'nok. But in the end, you have defeated the putrid humans who had it and have pleased me." The container was taken by another person's hand. It was then opened, revealing the Omnitrix inside. The watch was taken from its box and held up in front of a large, three-eyed face. "At last, the most powerful device in the universe is mine. With this, I shall rule all in existence."

"Then let us see if you are fit to wield it." Gan'nargo Kah looked down at Zykan'nok with a perplexed look. The mercenary then lunged at him, slamming the full force of his body against the larger being. He then jumped up and thrust a fist into the alien ruler's center eye, splattering green blood and other fluids from it. Gan'nargo Kah yelled in great pain. Zykan'nok took this opportunity to snatch the Omnitrix from his grip. "An easy victory," he muttered.

"You traitor!!!" the large alien roared. "Guards! Come, now!! Destroy this foul creature and give me my Omnitrix!!!" A door opened, and many armed guards ran into the room.

"_Your_ Omnitrix?" Zykan'nok laughed. "This is not _your_ Omnitrix." He raised his arm and placed the device onto his wrist, the Omnitrix adjusting to fit him securely. "The Omnitrix belongs to me now." He knocked away three of the guards with his legs as he turned the face of the Omnitrix with his hand. A beep could be heard and in a flash of green light, he changed into a gigantic armored creature. Two swings of his massive arm were all that was needed to wipe out the rest of the guards. He then turned to face his former master. "You were not capable of handling it, so now I shall keep it for myself." A powerful punch sent Gan'nargo Kah flying across his throne room and into the wall. The alien struggled to stand, but could not, and he ceased moving.

Reverting to normal, Zykan'nok exited the room and headed down the hallways to his ship. Every time a guard would come out to stop him, he simply knocked them down. Arriving at the shuttle bay of the ship, a large attack drone stood between him and his vehicle. A green flash instantly engulfed him and the machine was then torn apart by strong magnetic fields he emitted. Returning to normal once again, he prepared to leave.

"Nobody beats me. Not once, and definitely not twice." He continued to speak to himself in a tone of hatred as his ship flew out of the shuttle bay. "I cannot allow her to live now. And I have just the tool to see to that."

* * *

_A/N: Short, I know, but it is also too long to fit in as part of another chapter. Next chapter soon._


	26. Revenge

_===Disclaimer: The Ben 10 series is still not my intellectual property. No matter how fancy I say it.===_

Chapter 26: Revenge

Running out of town, Jen was in a hurry to get somewhere far away from any civilians. She was afraid that Zykan'nok was coming for her with the Omnitrix on his wrist, and she wanted to make sure that nobody else would get hurt. Matt and Kelly ran behind her, not wanting to leave her to fight alone. Though Jen would rather not risk them becoming injured either, she knew that they would never change their minds. Ben and the others stayed in town, going around to warn people to take shelter, since that would likely be the first place the mercenary would check for Jen.

"Jen, stop!" Matt yelled up to her from way back. Jen stopped and turned to her friends.

"What is it?" Jen asked impatiently. "We have to get away from town." The other two caught up to her.

"We _are_ away from town," Matt pointed out. Jen looked around the open, empty field. "But are you really sure you want to do this? You only barely beat him while you had the Omnitrix. With it in his control, you won't stand a chance."

"I know," she said sadly, "but other people will just get hurt otherwise. He'll only want to fight me, since I'm the only one who's beaten him before, like Azmuth said."

"But, Jen, he'll kill you!" Kelly was incredibly concerned for her friend, on the verge of tears. "Please, there has to be another way."

Jen closed her eyes and shook her head. "I don't think there is..."

* * *

"I think we're going to have to take you three with us for a little while." A group of SACT troops stood around Ben, Gwen, and Kevin. "You have been involved with alien activity in this area recently and we need you to answer some questions."

"Look, we need to get outta here!" Kevin argued with the armed men. "There's gonna be a really dangerous guy showing up here soon, and we need to warn people! Why are you guys even here still??" The men did not move.

"Please, you have to let us go," Gwen pleaded. "People could get seriously hurt."

"We cannot allow you three to go," the leader of the group simply responded. "We've matched you all to our files, and you have been around more alien activity than just this. If you will not come quietly, we will need to use force." The other men all drew firearms.

"We'll answer your questions or whatever later," Ben let out, "but we seriously need to go now."

"I'm afraid I can't let you do that." The leader made a quick motion with his hand and the rest raised their weapons to fire. As they did, though, the leader fell to the ground. Behind where he just was stood a man wearing a large black coat. The others all looked at him, then Kevin took the opportunity to remove his I.D. mask and knock the rest of the soldiers down. When Gwen gave him a look, he just shrugged.

"Thanks," Ben said to the mystery man, "but who are you?" The man looked at each of the teens.

"I'm an acquaintance of Jen's," the man explained to them. "Do you three know where she is right now?" Ben and the others looked at him suspiciously.

"Why would you tell us that, and assume we know who and where she is?" Gwen asked the strange man. He glared at her and laughed quietly.

"Not my smartest move, I suppose," he said, mostly to himself. He then opened the front of his coat, revealing the symbol of the Omnitrix on his chest. The symbol flashed and the man changed into the alien warrior Zykan'nok. Kevin's hands morphed to prepare for battle while a purple glow surrounded Gwen's. "Now, if you would be so kind as to answer my question..."

"Here's an answer for you!" Kevin lunged forward and swung his spiked fist at the alien. A green flash changed him into a blue, insect-like alien humanoid – Big Chill, as they recognized it. Kevin's arm went right through Zykan'nok's body and ice formed on it. Kevin jumped back and slammed his hand on the ground to shatter the ice.

"Don't waste my time," Zykan'nok spoke calmly in a deep, raspy voice. "Tell me where she is and I will be on my way."

"Not going to happen," Ben said to him.

"Fine then," the alien responded, changing to his normal self again, "I can find her on my own." He now transformed into a big alien worm creature and burrowed into the street. The others tried to stop him, but he was too fast. They quickly exchanged glances, then hurried off to meet up with Jen.

* * *

Jen stood in the field while her friends sat nearby. They had given up trying to persuade her to not go through with it; she wouldn't listen to them. Kelly stood up to stretch.

"This is taking forever," she groaned. "Maybe he doesn't want revenge after all. Maybe he's just fine with it and is already sending the watch back." As she finished saying this, however, Ben and the others came toward them in a hurry. Matt stood up as well and Jen turned to see what was going on. When they got to them, the three teens stopped to catch their breath.

"Jen... Zykan'nok... coming... with Omnitrix," Ben said through deep gasps for air. Kelly's optimism vanished at that moment. "He should be getting here any moment."

"He said he'd be able to find you on his own," Gwen explained. Jen realized that he would use one of the aliens, probably Werefang or Glowform, to track her down.

As the others spoke a bit more, something caught Matt's eye. Looking over at Kelly, he spotted a small metal cylinder sticking out of her back pocket. Curious, he decided to ask her what it was.

"Hey, Kelly?" She turned to face him. "What's that thing in your pocket?" Kelly had a confused look for a moment, then felt around her pockets. When her hand came to the object he was referring to, she pulled it out and looked at it.

"I don't know," she admitted. "I've never seen it before." Kevin walked over and snatched it from her hand. Kelly shuddered a little as she recognized his appearance from the other day. Kevin inspected the item closely.

"Looks like it might be a rough version of a mass energy disrupter rod. Kinda like the one that hunter used." He hit a button on the side of the rod and it extended and began to glow at the end. "Yep, looks like it should work well enough. Might even be able to pull the Omnitrix off of him again, if we get the chance. Where did you guys get this? These things cost a whole lotta dough and can't be made easily."

"It must've been Cirrhon," Matt concluded. Now Kevin and the two cousins looked confused. Matt realized that they never really spoke of him much before. "We'll explain later," he said. Jen reached over and grabbed the rod from Kevin. She looked it over and began to think about some things.

"This will work just fine," she said to herself. Just then, a loud roar echoed from across the field. Everyone immediately looked to the source of the sound – a large, orange, canine-feline alien running toward them at a fast speed. The Omnitrix symbol could be seen on its eyeless face as it drew closer. The six teens prepared themselves to fight. Gwen started by firing a volley of energy balls into the field at their enemy. He jumped over them all and changed into an octopus-looking alien with his brain-like head encased in a glass helmet. Bolts of energy shot from his head at them. They managed to avoid his attacks, but he had gotten much closer.

"Step away from her and allow me my revenge," he said to the others in a mechanical voice. Matt sent a gust of wind at him, shaking him around slightly, but accomplishing nothing else. "So be it." Kevin then lunged at him and swung his hands, shaped like spiked balls again, at the mercenary's head.

"I'm gonna crack that jar head of yours right open!" Zykan'nok glowed and became a purple muck monster. Kevin's attack had no impact and he was easily grabbed and tossed away. Another green flash changed the warrior into a pale blue creature with long, rope-like arms. He jumped into the middle of all the teens and began to spin rapidly. Everyone was sent flying away by the force of the whirlwind he created.

"Ungh!" Ben swiftly got up and started to warn the others. "Guys, he must have unlocked the master control!" Gwen knew that was a very bad thing and Matt also had an idea of what that meant. Ben then got an idea. "Oh man," he said in an exaggerated way, "I really hope he doesn't use Alien X against us. With that kind of power, he could destroy the whole planet!"

"Dude!!!" Kevin yelled at him.

"Don't tell him how to beat us!" Jen added. Ben winked quickly, and Jen realized there was a reason he said that. She turned to watch what Zykan'nok would do.

"Alien X...," he pondered.

"Yeah," Ben said helpfully, "pitch black with white stars on his body... power to control time and space... Alien X." Kevin slapped his head, but Gwen was starting to catch on too.

"Interesting," Zykan'nok said in a sinister tone. A green flash changed his appearance once more into the alien Ben had described. But he did not move after that. The rest got up and kept a close eye on their opponent. Still, he did not make any movement.

"What happened?" Kelly asked as she looked at the still figure.

"Let's just say Alien X has a few _debates_ that need to be worked out first." Kelly shrugged, but didn't complain. Jen walked over to Ben and handed him the energy rod.

"Here. You can get the Omnitrix back now." Ben accepted the device and nodded. He stepped up to the unmoving alien and readied the rod. As he did, though, the symbol lit up again, and Zykan'nok stood in front of Ben in his original form.

"A very humorous trick, boy..." Ben looked up at him in a mix of fear, anger, and shock. The larger being grabbed the rod from Ben's hand and threw it far into the field. He then proceeded to knee Ben in the gut and kick him away. Gwen instantly reacted by wrapping a strand of energy around Zykan'nok's body and dragging him to the ground. Cirrhon took control of Kelly's body and jumped at the vulnerable enemy, aiming to slam into his head dead on. As he landed, another flash occurred, and Cirrhon found himself on only ground. He looked up and saw that his target had become the same sort of alien species as Azmuth. Once free, he transformed again, into a giant biological machine creature. A simple smack of his metal arm sent Cirrhon a fair distance away.

"Matt!" Ben quietly shouted from the ground as the rest continued to fight. Matt slipped over to see what he wanted. Ben reached into his jacket and pulled out one of the metal spikes that had held Jen down in the cave. Matt understood what to do and took the spike. While Jen, Gwen, and Kevin kept the enemy's attention on them, Matt built up a strong wind around himself. When he had amassed enough power, he threw the spike forward, straight as an arrow, and shot his wind gust behind it. Carried by the gale, the spike zoomed through the air, until it buried itself in Zykan'nok's robotic chest. He glared at Matt for a moment, then his body jolted as the energy coursed directly into him.

Jen took advantage of the moment to rush over to the dropped rod and back to the paralyzed warrior. She jammed the end of the rod onto the Omnitrix symbol on his shoulder, and pulled hard. A large surge of energy came from the Omnitrix symbol. Zykan'nok reverted to his true form, the spike still impaled in his chest. Then Jen stood over him, the rod sparking in her hand with the Omnitrix held on the end.

"It's over," she said to him before turning to walk away. But the sound of laughter caught her ear. It grew louder and more hysterical. She turned again to see Zykan'nok getting to his feet once more. Kevin moved in to finish him off, but he was easily shoved away, much to everyone's surprise. They all tensed for battle again.

"I know I will not last much longer now," he said in a wavering voice, glancing down at the dark green fluid that trickled down his torso, "but I can make sure that you die with me!" He yanked the spike from his chest and thrust it at Jen. One of Gwen's energy balls knocked his hand aside as he did, causing him to miss. He drew his gun from his belt and quickly shot a blast at her, catching her off guard and knocking her unconscious.

"Gwen!!!" Ben and Kelly ran to her side to make sure she was alright. Kevin got up and yelled angrily. Jen jumped out of Zykan'nok's reach and started to run from him. He soon took pursuit, with Matt and Kevin following behind him. Jen kept running, fearing for her life and trying to keep the Omnitrix from becoming his again. Her foot got caught in a small gopher hole and she fell down. She turned her head back just in time to see the crazed alien lunge at her with the spike again. She rolled to her side and the spike pierced right through the energy rod. The rod sparked even more, and then exploded, leaving it in many tiny pieces. The Omnitrix was launched a short distance away. Both of them looked to it, and Jen started crawling towards it, unable to stand up in her panicked state. Zykan'nok moved to attack her again, but a wind burst caused him to reel on his shaky legs.

"Jen! Hurry!" Matt yelled, as he and Kevin tried to hold the strong enemy back. He effortlessly knocked both of them to the ground before turning his attention back to Jen. She reached the Omnitrix and grabbed it from the ground. She could hear Zykan'nok's footsteps behind her.

"Now it is time to die," he said with a calm voice. He lowered the spike toward her prone form. A voice sounding like Jen's could just barely be heard saying something, then a green light flashed, and the spike was deflected and sent flying through the air, landing in the grass a few feet away. Zykan'nok stared in disbelief through his blurred vision at the figure standing in front of him – a spiked head and arms like blades on a thin body was the last he saw before he slipped into darkness.

_Now_ it was over.


	27. Changes

_===Disclaimer: Well, Man of Action decided I should run everything about the Ben 10 series from now on. They gave me all the rights to the show and its characters. Then I woke up and got back to reality, where I own nothing from it whatsoever.===_

Chapter 27: Changes

Jen sat quietly alone on the floor in her room, leaning her back against the wall with the lights turned off. A lot was going through her head; so much had changed in just a few weeks. Everything was much simpler before she found the Omnitrix. She remembered just spending the days after school hanging out with her friends at the mall or one of their houses or anywhere else they felt like, just talking about and doing regular teen things. Now, so much was so different. Crazy stuff had been happening almost nonstop since she put the watch on; giant robots attacking her and her friends, aliens needing help in this and other worlds, and even one who took the Omnitrix from her only to lose his life trying to get revenge.

That final fight with Zykan'nok really hit Jen hard. She never realized just how the power of the Omnitrix could push someone past their emotional limits like that; to give them such a feeling of omnipotency that they end up destroying themselves trying to wield it. What if the power she wore on her wrist began to overwhelm her, too? Would she be unable to realize her own limits before going too far? Thinking back, she remembered how cocky she had been before her second battle with the mercenary. She couldn't let that feeling take hold of her again lest she get in too far over her head and get herself killed, as Zykan'nok had.

* * *

_"Jen, are you alright?" Matt came running over to her as the mercenary collapsed to the ground, his life having faded away. Kevin walked up behind him and stared at the corpse with a blank expression. Jen could hardly move, still standing in place with her arm raised up after deflecting the metal spike that could have impaled her. "Jen?" Matt waved his hand in front of her face. Jen blinked her single green eye and turned her head to look at him._

_"Uh... yeah...," she finally answered, her somewhat metallic voice shaky. She looked at the sharp pale yellow, blade-like spike that was currently her hand as she tried to fully comprehend what had just happened._

_"We should go check on the others," Matt suggested. Jen nodded and followed him and Kevin back. When they got to them, Gwen was just getting up._

_"You okay?" Kevin asked, sounding like he was trying to hide the concern in his voice. Gwen assured everyone that she was alright. Kelly checked with Jen, who let her know that she was also alright. Jen was reminded that she was still in alien form. After she reverted back to normal, Azmuth teleported into their midst. He took a quick look around the area, and everyone filled him in on what had happened. He seemed surprised that the Omnitrix was on Jen's wrist once more, but he understood that circumstances forced her to make a quick decision._

_"Zykan'nok could have used his skills for much better reasons than he did," Azmuth sighed. "He was too prideful of his abilities and just wouldn't let things go. His desire for revenge left him blind with hatred and unprepared for what he would have to contend with. I am saddened to see the decision he made many years ago lead to his demise. It was my own fault for allowing him to learn so much of the Omnitrix's power." He sighed once more. "But what's happened cannot be changed. I only wish he could have seen his misguided life choice for what it truly was before he passed."_

_Azmuth informed everyone that he would make an arrangement to have the warrior's body taken back to his home planet for a proper passing ceremony for his kind. Before leaving, he checked if anyone had a way to remove the Omnitrix again. Since Cirrhon's energy rod had been utterly destroyed, they told him they had none._

_"Well, for the time being, I believe I can trust Jen to take care of it and use it for the right reasons." Ben agreed that he could wait a little longer knowing that the watch was in good hands. After a few more words, Azmuth departed, and the six teenagers started to walk back to town.

* * *

_

It had been three days since then. Even getting the last school day of the year out of the way couldn't keep her mind from flashing back to that day. Jen turned her thoughts to other things.

The town had been repaired a great deal since the alien invasion. A lot of people pitched in, and now the only buildings left to be fixed up were the much larger ones. The townspeople had mostly gotten over the terror of the attack and had returned to living their lives as before. Ben, Gwen, and Kevin had also done a lot to help everyone out. Then the night after the big fight, they decided to go home. (Jen wondered how they managed to deal with all their schoolwork when they had been gone for as long as they were.) Ben had told her once again that he was okay with leaving the Omnitrix in her care until they could find a way to remove it again. Everyone said their good-byes, then her three new friends and allies drove away in Kevin's noisy car.

Jen tried to shake all the memories from her mind. Looking at her clock, she realized that it was getting quite late in the afternoon. If she was going to spend time with her friends today, she would have to get going right away. She stood up and stretched, getting ready to head out.

As she began to move toward her bedroom door, however, an orb of energy started to form in front of her. She instantly recognized it as being the same kind that the Dimension Jumper created when she was pulled into the Null Void. She prepared the Omnitrix, her hand hovering over the face in case things should get bad. The orb stopped growing upon reaching about human size, then one of the fish-like creatures came through it. It didn't move afterward, though, except for one of its fin-like appendages, which it was trying to move toward... a green hourglass symbol on its stomach! A green flash emitted from the creature, and when Jen looked again, she was in utter shock. Standing in front of her was... her!

"Wh-who... I mean... wha-... huh?" It was very difficult for Jen to form a sentence.

"Hey, calm down," the other Jen told her, "I have something important to warn you about. But first, you should probably shut that down." She pointed to Jen's still lit up Omnitrix. Jen did as she was told and then tried to get some answers.

"So, who are you?" she asked. "This isn't one of those things like on TV where you're me from the future, is it?"

"No," the other Jen responded. "Hold on, maybe this will jog your memory." She reached up to her chest, which Jen now realized had the Omnitrix symbol there instead of it being on her wrist. After the flash, the other person was left as Zip Zap. It suddenly came to her: this must be the duplicate of herself that she split into during the fight with the electricity monsters. "This is my original form," Jen's double explained in her warbling voice.

"But I saw you get eaten by one of those things! How did you survive?"

"When the portal fish thing pulled them in, I was transported to another world than they were. I've stayed there since then. It's like a parallel world to this one. Everything and everyone there is basically the same as here, but a lot of things are really different, too." Jen was trying to take this all in; it was so surprising and confusing. She had heard about that concept, but even after finding out there really were other universes, she still thought a parallel copy would be unlikely. The other Jen activated her Omnitrix to become human again.

"Okay, but how can you turn into one of those Jumpers?"

"Oh, I guess my Omnitrix just copied its DNA or something."

"It can do that?" The Jen clone just shrugged with an 'I guess so' look. "So what did you want to warn me about?"

"Cirrhon." Jen immediately grew angry at the name. "In the other universe, he made himself known earlier than here. In fact, we never even found the watch there. He just came up on his own, apparently."

"Well, what about him, then?"

"Well, the Cirrhon there – he's actually in someone else's head there, not Kelly's – but he eventually gathered up an army of aliens and started taking over and destroying towns." Jen was shocked once again.

"Well, I know I don't trust him, but I don't think he would do _that_. Well, this one, anyway. Ahh, this stuff is really confusing..."

"Tell me about it. Well, I'm not sure if this Cirrhon is like the other one with the whole destroying stuff thing. But I thought I should warn you to keep an eye on him, just in case." Jen nodded. "Well, I'd better go."

"Wait, why can't you just stay here?"

"Well," Jen #2 started, "besides it being really complicated with two of the same person existing in the same place, there really should not be more than one Omnitrix in the same universe. It's way too powerful for two to coexist."

"You seem to know a lot more about this stuff than I do," Jen pointed out. Her copy laughed a bit.

"I've picked up a few things here and there," she said. She then pressed on her Omnitrix symbol again, becoming the Dimension Jumper again. She made a waving motion with her fin, then formed another orb in front of her which she then dove into.

"Things just keep getting stranger..." Jen opened her door and headed out, shutting it behind her as she went to hang out with her friends while there was still time in the day.

* * *

_A/N: Another smaller chapter which was going to contain more, but ended up getting too long to put the whole thing in at once. I really need to figure out how to fit chapters together better..._


	28. Cirrhon

_===Disclaimer: It ain't mine. I don't say it is. Let's just leave it at that. ...Unless, of course, you meant my stuff. Then that's a whole 'nother story.===_

Chapter 28: Cirrhon

"Stop! Get back here!" Jen was running as fast as she could after a kid who had just snatched a lady's purse. He looked maybe a year older than her. He was able to keep far ahead of her and only looked back once, clearly not seeing her as a problem. Jen knew she could easily catch him if she turned into Werefang or Skywing, but she would be seen if she did so now. Besides, she was still a little hesitant to use the Omnitrix after what happened with Zykan'nok.

The boy looked back again, starting to run out of breath. "Geez, you sure got a lot in you for a chick!" he shouted back at Jen. That remark really annoyed her. She pushed herself to move faster. The thief then suddenly turned and ran into an alley.

"Always with the alleys," Jen groaned to herself. She quickly turned the corner after him, then another, and then stopped. The purse snatcher stood in front of her holding a metal bat in his hand.

"I hate to do this to such a hot little thing, but I can't have you messin' with my cash flow." He slowly advanced toward her. Knowing she couldn't fight him as she was, she lifted her arms and activated the watch. But she just couldn't bring herself to press down on the face. He took a swing and Jen closed her eyes, waiting for the impact. None came, but she did hear the sound of someone being knocked against a wall. She opened her eyes again and saw Kelly standing over the boy lying on the ground.

"What's the matter with you?" Jen tensed at the deeper voice coming from her friend's mouth. "Can't you beat a simple kid? You have the Omnitrix, after all." Jen glared angrily at Cirrhon as he ridiculed her.

"The Omnitrix isn't the answer to everything," she argued. He laughed in response.

"What good is the most powerful object in the universe if you don't use it at every opportunity? I was hoping to see more from the person wielding it."

"I'll use it however I want. And I didn't want to use it for this." Jen walked over to the unconscious boy and picked up the dropped purse. She swept off the dirt with her hand, then began to walk back out of the alley. Cirrhon followed her.

"Have you used it once since those other three left? Or even since that Zykan'nok guy was killed?" Jen didn't like to look at it as if he had been murdered. She did not answer the question, prompting Cirrhon to conclude, "Probably not."

"Look, can you just leave me alone? I have to give this back to its owner." Cirrhon didn't utter another word while Jen went and returned the purse to the woman. Jen was hoping he would let Kelly back in control, but he continued to make use of her body. "Is there some reason you're still here?" she asked him after they had left the woman.

"Can't I be?"

"No!" Jen answered harshly. "You're in Kelly's body; she should be the one using it." Cirrhon rolled Kelly's eyes. "How did you even get inside her head, anyway? What do you want to use her for?" Jen was trying to see if he had any intentions of doing what the Cirrhon in the parallel universe had already done, as her duplicate told her earlier.

"I've told your friend Matt already, and I don't feel like explaining again." Jen blinked a couple times in surprise; she didn't think he would have told anyone yet.

"Well, if you won't talk, could you let Kelly... out, I guess?" Cirrhon complied after a moment, then Kelly stopped walking as she looked around her.

"Oh, hey Jen," she said, sounding as lost as she usually did when that happened. "When did you get here?" She took a closer look at her surroundings, then realized that she was not where she thought she was. "Wait, where are we??" Jen shook her head with a grin.

"Oh, Kel... We're gonna need to get you a personal GPS at this rate." The two girls walked down the street, going to see if Matt was home. Jen thought of telling Kelly about what Jenzap (as she decided to call her clone for simplicity) had said about Cirrhon – or the other Cirrhon... whatever – but she chose not to, to avoid making her worry and to prevent this Cirrhon from getting any ideas, since she assumed he was probably listening in.

* * *

"Hello, Mr. Parker," Jen greeted Matt's uncle as he opened the door.

"Oh, hello, girls. Matt should be up in his room, if you're looking for him." The two teens thanked him, and went inside and up the stairs. They knocked on Matt's door, and a few seconds later, it unlocked and opened a crack. Matt looked out through the small opening.

"Oh, hey guys." He opened the door wider and let them come in. When they were in his room, they saw a bunch of papers and small devices lying around his floor.

"Whoa," Kelly exclaimed, "what were you doing in here?" Matt was busy gathering up the papers and putting them in a box.

"These are some of my parents' old Plumber records. I decided to take a look through them." He looked over at the clock on his desk. "I guess I kind of lost track of time."

"Did you find anything about the Omnitrix?" Jen asked.

"Nothing we don't already know about it, really." He finished putting all the other gadgets away, then picked up a round object. "This was my mom's Plumbers badge." Jen and Kelly looked at it. It had the green hourglass shape of the Omnitrix on it, just like the one Kevin had shown them not long before they had left.

"Cool," Kelly commented.

"I just found it again. It's the most special thing I have to remember my parents by..." He stared at the badge, thinking back to when they were still around.

After spending some time talking about stuff, Kelly got up to go to the washroom. Once Jen made sure she was out of the room, she turned to Matt.

"Hey, Matt?" He looked at her, wondering what she had on her mind. "Cirrhon said he told you about how and why he's here. Could you tell me?"

"Oh, right. With all that's been happening these last few days, I completely forgot to let you guys know what he said." Jen made sure to listen carefully. "Well, basically, he said that at some point about 5 years ago, he used a spacecraft of his to travel all over the galaxy. He claimed he was just scouting out new technology, but with the timing and how he acted when we first found out about him, I'd say he was more likely looking for that." He pointed to the Omnitrix.

"Yeah, I still don't get why he wanted to see it so badly. Sounds like he's quite the tech geek, though. But that still doesn't explain Kelly's involvement."

"Maybe I should wait until she gets back. She might like to know, too."

"Um, I have to tell you something..." Matt listened as Jen spoke of her meeting with herself, and about what was said of Cirrhon.

"Hmm... I see. Well, he told me that while he was traveling to different planets, he found certain people and, uh..." Jen waited for him to finish. She was afraid he was pausing because she wouldn't like what she was going to hear. "...implanted special microchips he created into them."

"What a freak!" Jen shouted angrily. "How did he do it? If he hurt her, I swear..." She clenched her fist up tightly, hating Cirrhon all the more.

"No, no, he said it was a simple and painless process," Matt explained to calm his friend down. "He somehow managed to put a portion of his mind on those chips, and over time he became able to control the bodies the chips were put in. I have no clue how he made them, but-"

"So he's done this to more people...," she inadvertently interrupted. "You think there are other humans with these chips in them?" Jen was beginning to fear that he had implanted them in enough people to turn into an army, like the one in the parallel universe. Just as Matt opened his mouth to answer, there was a knock on his door.

"It's still unlocked," he said loudly. But when the door opened, it wasn't Kelly standing on the other side. It was an older guy, looked maybe about 19, who somewhat resembled Matt. "Xain?" Matt stood up with a look of surprise.

"Come on, Matt, we need to go," Xain said, sounding in a hurry. Jen was confused.

"Wait, why are you here? What's going on?" Matt didn't understand what was going on.

"No time. Just come on! You can bring your girlfriend, too, if you want, but let's move!" Matt blushed and Jen's eyes widened.

"She's not my girlfriend," he defended while Jen said something similar. The older boy looked frustrated.

"Matt, something big is going on and I need your help." Matt still was not following. "Look, I know you've discovered your powers. I could really use the extra wind." Now Matt was just in shock.

"Let's go," Jen said. Matt looked at her. "It sounds important. If we can do something to help out, why not?" Matt nodded and Jen got up.

"Okay then. Now, let's hurry," Xain turned and ran into the hallway. Jen and Matt followed behind. As they passed the washroom, Kelly stepped out and watched everyone run by.

"Hey, what's going – whoa!" Jen grabbed her arm and pulled her along as they went down the stairs and outside. It was time to get to work again.


	29. Winds

_===Disclaimer: I are not the owner of this series. I doesn't claim I do has ownership, too. My characters is belong to myself, although. Now I is off to my grammar class.===_

Chapter 29: Winds

Jen and Kelly sat in the back seat of Xain's dark blue truck, while Matt rode in the passenger seat up front. They were moving along a highway away from town. The older boy driving was keeping his focus on the road; Matt was keeping his gaze out the side window. The two girls in the back could almost feel the tension in the vehicle as the trip went on.

"Where have you been for the last six years?" Matt asked, breaking the silence.

"Around." Xain's answer didn't seem to make Matt feel any better.

"Xain, please tell me," Matt pressed. "I haven't seen you since after mom and dad died. Aunt Cheryl has been really worried about you ever since you left, too." It suddenly just occurred to Jen and Kelly what their friend had just said.

"Wait," Jen leaned forward, intruding on the conversation, "you guys... are brothers?"

"Yes," Xain answered, and Matt also nodded in confirmation.

"Wow! We never knew you had a brother!" Kelly was kind of confused, though. "Why didn't you tell us before? And why did we never see him when we were kids?" Jen was thinking the same things.

"Well, I only met you guys about a year before our parents... you know...," Matt explained. "At that time, I guess I never really had a reason to mention him. I was more focused on just playing and stuff." Matt glanced over at his older brother again. "And for most of that time, Xain stayed in his room alone. I still don't know why, though; he was always out and around before that year." Xain continued to watch where he was driving, his expression remaining the same. "A few weeks after we were taken in by our aunt and uncle, he just left without saying anything about why or where to."

"The reason I stayed in my room for that time," Xain spoke up, pausing for a moment to consider going further with Matt's friends in the vehicle, then deciding it was alright, "was because I had discovered my powers then."

* * *

"_Yeah? What did you want to talk to me about?" Xain had come into his parents' room at their request. They were sitting on their bed, and motioned for him to take a seat between them. He did so, and then they got to discussion._

"_Xain, your mother and I have noticed some interesting things occurring around you lately. We felt it was time to let you know what's to come for you." Xain was listening intently._

"_You remember what we told you and your brother about our past – about our work as Plumbers?" Xain nodded to answer his mom's question. "And I'm sure you also remember that many Plumbers were not humans."_

"_Yeah, I remember... But why are you telling me all this again?" The adults exchanged quick glances, then his mother exhaled in preparation to continue._

"_Well, we didn't want to tell you boys this until you were ready... but... your father was one of the Plumbers who was not human." Xain's face took on a look of shock, awe, and confusion._

"_But... dad doesn't look like an alien," he pointed out, not fully sure if they were trying to kid around or not. Xain's father let out a quick sigh, then stood up._

"_Okay, son. I will show you." He closed his eyes and concentrated. Then his clothes began to ripple, as if a strong gust were blowing through the room. His skin did the same, and then he suddenly burst, his clothing and skin falling to the floor. Xain looked up to see his father as a figure formed of swirling winds. His mouth hung open in astonishment. Then a thought came to him._

"_Wait... if Dad's an alien, then doesn't that mean...?"_

"_Yes, Xain," his mother responded before he could finish. "You and your brother are part alien as well." Xain couldn't believe what he was hearing._

"_We've noticed your powers starting to come in," his father said with the sound of whooshing air in his voice. "I wanted to inform you of what it will be like as they develop."_

"_Cool!" Xain exclaimed with excitement. "I can't wait to show all my friends!"_

"_I'm sorry, honey, but you can't do that." Xain looked at his mother with a disappointed expression._

"_Why not?"_

"_Most people don't actually know about aliens. And even fewer know that some have made a family with humans. Nobody else can know; not even Matt, until he's ready to be told all this as well." Xain turned to his dad, hoping he would say otherwise._

"_I'm afraid your mother is right. They can't find out. I know it will be hard to keep a part of your life a secret, but it's for your own protection, as well as your younger brother's. Do you understand?" Xain nodded._

"_Yeah... I guess."

* * *

_

"For the rest of that year, I stayed in my room to train with my abilities, away from the rest of the world, which couldn't know about them." Matt was finally able to grasp the reason for his brother's seclusion at that time. "Which is also the reason I left without saying anything after mom and dad died."

"I wish you would've said _something_, though..."

"I didn't know how to tell you about it so soon after the accident. I'm sorry I didn't tell you. And I'll be sure to apologize to aunt and uncle later." He stopped the truck without warning, causing the girls in the back to lurch forward. "But for right now, we have bigger problems." Everyone got out and gazed at the sight before them: a small farm that was overrun with floating grey pockets of what looked like smoke. One of the smoke balls turned, and Jen saw glowing red eyes on it. Kelly screamed a tiny bit. "Let's get to work."

The four ran forward to face the enemy. Jen tried to hit one of the smoke creatures, but her arm passed right through it. The thing giggled, then surrounded her head. Jen began to cough and jumped away from it.

"Don't get close to them!" Xain cautioned after witnessing Jen's unproductive assault. Jen inhaled clean air to clear her lungs.

"How are we supposed to beat them, then?" Kelly complained, standing back from the monsters. But Matt understood how to combat the smoke creatures. He raised his arms and a strong wind blasted through a group of three smoke balls. Their bodies swirled, then started to dissipate.

"Not bad," Xain commented, "but it looks like you still need to train a little more." A whirlwind began to form around the older boy, growing stronger as it spun. Then dirt and leaves flew through the air in various directions as the wind was sent out in many gusts at once. At least a dozen of the black clouds were scattered by Xain's wind attack.

"Nice!" Kelly exclaimed, then turned to Jen. "Jen, maybe Skywing can help out! You could, like, flap your wings and blow them away." Jen had thought of that, too. She looked at the green device on her wrist, but didn't make a move to raise it.

"Uh, maybe we should let Matt handle this. It's a good opportunity for him to improve his powers." Kelly raised an eyebrow at Jen's response, but decided to ignore it and watch the guys work.

"How many of these things are there?" Every time Matt would blow apart one group of smoke balls, another bunch took their place.

"Keep it up!" Xain sent forth a spiraling gale that struck a large group of the living pollutants. "We have to keep going until they-..." He was cut off by the strange sound of all the remaining creatures gibbering. They moved away from the two brothers and gathered into one space. Then they began to merge together, every one of them melding in with the rest. "Here it comes."

"We should probably move back," Jen suggested. Kelly agreed, and the girls ran to take cover behind the truck. The smoke cloud grew larger as more and more of the monsters piled into it. It lifted into the air, then started to spin. It moved faster and stretched down toward the ground. Soon, a large smoky twister raged in front of them.

"How are we supposed to blow _that_ away?" Matt didn't see how even Xain's more advanced skills could do the job.

"That's why I needed you," the elder brother said. "You stay here, but make sure it doesn't pull you in. I'll run over to the other side of it. Then just follow my lead." He turned and hurried off to get into position. Matt stood in his place, keeping a close eye on the large black vortex. It moved toward him, forcing him to prepare to relocate, but it soon backed away again. Then a strong squall blew from around the cyclone, curving toward Matt. He instantly knew what to do, so he built up a wind of his own and shot it out, channeling Xain's along its path back around the monstrous tornado. The wind continued to cycle between the two siblings, moving in the opposite direction of the smoke's rotation. The twister began to slow, but it still spun.

"You need to focus." Matt could hear his brother's voice drifting along the wind stream. "Feel how it flows and direct it to accelerate." Matt concentrated on the feeling of the gale's movement. He pushed at the wind, making it pick up speed in places. Then he spread that effort outward and thrust against the whole of the gust. The speed increased all along the trail, and Matt kept up his focus in order to keep it moving that fast. The massive funnel of smoke spun ever slower until it finally stopped moving.

"Now!" Matt shouted to himself, spotting the opportune moment to strike. Both boys forced their air bursts straight at the dark fog and blew it into smaller pieces. The small parts broke up as they flew away. Soon, there was nothing left of the smoke creatures, and the winds settled.

"Wow, Matt, that was amazing!" Jen and Kelly ran up next to him, holding him up as his legs gave from exhaustion. Xain walked back to the other three and reached his hand down to his brother. Matt grabbed it and stood up.

"Very nice, Matt," he complimented. "You are quite skilled with your abilities already. Dad would be proud." Matt smiled at hearing this. "C'mon, let's get out of here. I'm sure the owners will show up soon and wonder what we're all doing here." The four teens all got back into the truck.

As they drove away from the now-liberated farm, Jen felt relief at knowing that her reluctance to use the Omnitrix hadn't brought them defeat. However, that wouldn't remain the case; she knew that there would be things to come that the others would be unable to handle on their own. But could she bring herself to access the watch's power again, or would her fear of what could happen to her leave her useless in their future battles?


	30. Fear

_===Disclaimer: Msot hmaun barnis can udtnesnrad a stnecene of jbleumd wdros, so lnog as the bngnineg and enindg ltertes rieman the smae. Trehoerfe, you suhlod be albe to cmrheopned taht I cailm aotleublsy no ohrewnisp oevr the Ben 10 sirees.===_

Chapter 30: Fear

"Don't worry, Matt, I'll get you out of there." Kelly pounded against the large container that Matt was currently imprisoned in. The mechanical arms of the device Cirrhon had built were rapidly hitting against the outer surface.

"Let him out!" Jen lunged at an alien who was wearing the gravity armor of Gan'nargo Kah's minions. The enemy dodged, then swung back. Jen ducked out of the attack's way.

"Hand over the Omnitrix and your friend can go free," the alien said.

"I thought you guys were done trying to take it." Jen slammed her whole body into the slightly larger foe. He stumbled for a moment, but then managed to push the girl away.

"My master is aware that even the traitor could not handle its power. But then again, it can only be properly used by Lord Gan'nargo Kah, anyway." The alien drew a firearm from a holster on his hip. "And he _will_ be the one to possess it." As he prepared to fire, the gun was knocked from his hand. Metal arms grabbed onto the alien's own arms, then tossed him through the air. He landed on his back and a foot jabbed into his chest, disabling the armor.

"That's twice now I've had to save you." Cirrhon looked Jen straight in the eye with annoyance. "Maybe it _would_ be better if someone else had the Omnitrix. _You_ sure can't use it anymore." Jen ignored him and reached down to take the key device from the defeated alien. She pressed a button on the controller and the container fell apart, releasing Matt.

"Thanks," he said as he walked over to the other two. Cirrhon pulled his consciousness back and allowed Kelly to resume control.

"Did we win?" she asked after taking a quick glance around.

"Yeah," Matt answered. "Hey, it's getting late. We might as well head home." The others agreed and they all started to leave the empty lot they were at. After a little walking, Kelly split in another direction from the others on her way to her house. After she was gone, Matt turned his head to Jen.

"What?" She felt a little uncomfortable.

"Why haven't you used the watch since you turned into that new alien the last time we faced Zykan'nok? It's been almost a week now." Jen lowered her head a little. "It's not like it's broken, is it?"

"No, it's not," she answered quietly.

"Then what is it?" Jen didn't answer right away, taking some time to think.

"I don't know, exactly," she admitted after a while. "I guess part of the reason is I feel kinda bad for taking it again after I already told Ben he could have it back."

"It was a life or death situation. He already said he understood that you had to do it." She nodded slowly. Matt still didn't feel that was the whole story. "That can't be the only reason. Even if that _were_ all, I can't imagine it bothering you enough to keep you from using it." Jen turned her head away from her inquisitive friend.

"I'm... scared..." Matt kept quiet to let her convey her feelings. "When Zykan'nok had it, he just felt like he was invincible. And it ended with him getting killed." She turned to face forward again, Matt spotting a hint of tears in her eyes. "I can remember that I've been a little overconfident like that before. What happens if I can't control myself one of these days?" She wiped her eyes, but couldn't stop the fear-induced tears from returning. "I can't go through that. I can't let something happen to me and leave everyone to deal with the consequences of my mistake. I don't want to get myself killed too and leave you guys and my family behind."

"Jen, don't worry," Matt spoke in a soothing tone as he reached his arm over to her shoulder. "You can control it. You have before now, and you'll be able to every other time. You're strong enough." Jen wiped her eyes again.

"But what if I'm not?"

"You are. You just have to have faith in yourself."

"Okay... I'll try." The two walked further before they went their separate ways home.

* * *

"What could be taking Matt so long?" Kelly sat under a tree in the park while she and Jen waited for their other friend. "You think he slept in or something?"

"Maybe he's practicing with his powers," Jen guessed as she lay on a nearby bench with her head hanging upside down. "He did say he wanted to get better with them, remember."

"Hey!" The girls got up while Matt made his way over to them. "Sorry I'm late. I was kinda busy with something."

"No problem," Jen said. "So what should we do today?"

"Pool?" Kelly suggested.

"Sounds good to me," Matt agreed, "though it would've been nice to have that plan in mind before we all came here without our swim gear."

"Ah, it's no big deal. We could use a relaxing swim again. And hopefully there won't be any alien problems this time." Just as Jen finished speaking, a monstrous roar came from the other end of the park. "I should really learn when to just shut my mouth..." The three teens took off to deal with the new threat.

----

"It just can't ever be easy, can it?" Jen sighed as she looked up at the giant alien creature. It almost resembled a dinosaur.

"No one's around, Jen," Matt pointed out. "You can use it here." Jen looked down to her wrist, but didn't make a move to raise it.

"Um... we can probably beat it without the Omnitrix. Can't we?" The monster swung down at them, and they ran out of its way.

"Of course we can," Cirrhon said, having shifted into control of Kelly. "The Omnitrix is only as useful as the one wearing it. We'd be better off fighting by ourselves, Matt." He activated the device on Kelly's arm, and the many mechanical arms emerged. Cirrhon charged at the towering beast. As he closed in on it, the humongous enemy let out another earth-shaking roar. Cirrhon was blown back by the force of the air the creature exhaled. Matt lifted his arms and blew a gust outward to counter the opposing burst, but it was too much for him. Kelly's body impacted with Matt's and both of them fell to the ground.

"Guys! Are you okay? Can you-"

"Help!" Jen's head shot to face the direction of the cry. She saw a girl, who looked only a few years younger than her, wearing a cast on her leg and sitting on the ground in front of the dangerous beast.

"Where did_ she_ come from?" Jen wondered aloud. But it was no time to be thinking about that. Jen immediately ran toward the disabled girl, hoping to get to her before the alien did. The monster spotted her and swung another clawed hand at her. Jen jumped away to avoid it, then continued to race to the other girl's aid. Again, the creature swung. Jen dodged once more, then tried to advance again. But every time she got close, another attack forced her to jump away. "Stupid thing..." Then Jen froze briefly as the girl screamed again.

"Noo!!!!" The monster lowered its sharp-toothed maw to the helpless kid, obviously looking for a quick meal. Jen couldn't let that happen. She quickly popped up the face of the Omnitrix, twisted it, then pressed down. After the strange sensations of her body transforming finished, along with the green flash that accompanied them, Jen stood in the canine form of Werefang. She got down on all fours and sped toward the endangered girl. Then a realization struck her mind.

This_ is the reason I use the Omnitrix. It's not about just beating my opponents; it's about protecting others. The first time I turned into one of the aliens on the watch for a real reason was to save some people from a burning building. Even when I fought Zykan'nok with it, it was to keep the Omnitrix from falling into the hands of someone who would likely hurt innocent people with it. It's not about power; it's about purpose! And my purpose is to protect those who need protecting. I _won't_ let the power of this device overwhelm me. I _will_ protect others._

Pushing herself ever harder, Jen zoomed straight at the girl. As she almost reached her, Jen lunged forward to grab the girl and pull her out of harm's way. She began to close her arms together to wrap them around the scared youth... then passed right through her. Jen's eyes widened and she slammed into the ground. She propped herself up on her hands and turned her head to get a view at what was going on. Both the girl and the monster were unmoving. They both flickered and then faded away. Jen was utterly perplexed.

"Well, look at that." Jen whipped her head around to see who had said that, still dazed by what had just happened. She saw Matt and Kelly, or rather Cirrhon, walking towards her. Cirrhon spoke once more, "You finally got it together again. Think you can keep it that way now?"

"Jen? You alright?" Matt checked. "You look a little shaken."

"The alien... it just... and the girl... where did she..." Jen noticed Cirrhon grinning with amusement. "Hey, wait... Did _you_ do this?"

"Mostly," he confessed, "but it wasn't my idea." He gestured at Matt with Kelly's head.

"Matt?!" Matt looked down and scratched the back of his head awkwardly.

"Yeah... I thought it might help you out with your worries. You know, sort of a jump start to get you going again." Jen's wolf-like mouth hung open in surprise. "I had Cirrhon help me with getting some of my parents' old holo-projectors working again." Kelly came back into control while Matt explained, looking around for a second before smiling at the sight of Jen in alien form again.

"Was Kelly in on this, too?" Kelly giggled and stuck the tip of her tongue out of her mouth in a silly way. "Ah! You guys suck!" Jen shoved Matt's arm lightly. Everyone started to laugh afterward.

"Did it help, though?" Matt asked. Jen pressed the Omnitrix symbol on her stomach to change back, then nodded.

"Yeah, it did. I realized that as long as I use it for the right reasons, I won't end up destroying myself like Zykan'nok did. It really helped me out a lot." She grabbed each of her friends and squeezed them tight in a big hug. "Thanks, you guys. Even Cirrhon, I guess..."

"Now let's go swimming!" Kelly shouted with excitement. The three of them set off to their own houses to grab their gear, all feeling much better that everything was going to be fine now.

* * *

_A/N: Thirty chapters. Never expected it to reach this many. (Although admittedly, a lot of the reason is because I stink at managing to figure out how large chapters should be and what should go into which chapter.)_

_A big thanks to everyone who has reviewed and asked questions so far. I'm so glad that so many people are reading and enjoying my story. :) I don't know exactly how long the story will keep going before it has to reach its inevitable end, but I still have enough ideas in mind for a fair amount of chapters. I hope everyone will continue to enjoy the story as it continues. Next update soon.  
_


	31. Siblings

_===Disclaimer: I'm guessing everyone knows by now that I don't own the Ben 10 series. If you don't know that already, then what are you waiting for? Hurry, go find out now! It must be known! Since, you know, I don't want to get sued or nothin'...===_

Chapter 31: Siblings

"Sorry, but I can't hang out today. Well, not right now, anyway." Jen was speaking to Kelly on her new cell phone as she walked along the sidewalk. "Mom and Dad have a lot of things to do today, so I have to look after Luke." Her little brother was walking beside her, making noises as he played with his toy jet.

"_It's so weird how fast everything's gone back to normal after all those aliens attacked,_" Kelly said from the other end of the call.

"Tell me about it. It's like everyone just forgot about it or something. Well, I better go. See you guys later." Jen put her phone back in her pocket and looked down to her younger sibling. "So, what do you wanna do now?"

"I'm kinda thirsty," he answered. "Can we go get a smoothie?"

"Uh... sure. I guess."

* * *

Jen walked back to the table her brother sat at, carrying his drink with her. She noticed that he was playing with a toy she'd never seen before.

"Hey, what's that?" she asked as she handed Luke his smoothie. She looked at it closer. "Is it some sort of boomerang?"

"I dunno. I found it in the back yard. I think Jamie left it behind."

"You should probably give it back to him, then." Luke nodded, knowing it was the right thing to do. The two of them sat there for a while as he finished his treat.

"I have to pee," he said after he was done drinking.

"Okay. Bathrooms are over there." He hurried off in the direction she pointed. Jen remained sitting at the table. As she sat there, she heard a whooshing sound above her. Looking up, she saw a yellow spacecraft hovering in the air, attempted to land. Jen was concerned about what the occupants might want. She quickly ran behind the Mr. Smoothy building, then activated her watch to take care of the ship.

----

"Okay, Boid. We want to acquire this fantastical device in a singular piece. It will not be very beneficial to us if it has been dismantled into many smaller parts."

"You mean... I can't blow stuff up this time?"

"I'm afraid not, Boid. I am afraid not." Both of the grey-skinned aliens jolted as their ship halted suddenly.

"I don't mean to be rude or anything," a high, garbled voice spoke, "but you can't land here right now." The two inside looked through the window and saw a familiar green, goopy creature on the front of the ship. It appeared to have wrapped its body around the vehicle.

"Is that so?" the smaller alien said back. "Boid, I may have been mistaken earlier. I believe some blowing up might be in order at this moment." The bigger alien smiled, then reached behind him to pull out a large weapon.

"I tried," the green alien sighed. The ship shook violently and was then tossed away.

"We're gonna crash again, ain't we, Octagon?" the bulkier one asked as the vessel zoomed through the air.

"Yes, Boid. Yes we are. You may want to hold on to something."

----

Jen reformed on the ground. She raised her hand over her eyes and watched as the aliens' ship flew into the distance.

"Well, that's one crisis averted," she said to herself.

"Whoa!" Jen winced as she heard the amazed voice. She turned slowly, hoping that she wouldn't find who she thought she would. Sure enough, though, she saw him: Luke. "Are you an alien?" he asked with awe. Jen began to get really nervous. Then she remembered that she had planned for this sort of thing.

"Yes, little Earth boy. Yes, I am an alien." Jen tried to disguise her voice, not realizing that it already didn't sound like her normal voice to begin with. "I am here to protect people from, uh, bad things."

"Wow! You're like a super hero?"

"Uh, exactly! The name's Glooby." _Wow, that really doesn't sound like a very heroic name, now that I think about it..._, she thought. Fortunately, Luke was buying the whole thing.

"Hey, you gotta stay here for a minute. I wanna show you to my sister!" Jen hadn't counted on this. "She should be around here somewhere," he said as he started to look around.

"Actually, I just remembered. I have to be somewhere. Super hero business and all that." Luke looked disappointed.

"Aw... Well, if you have to..." Jen waved good-bye and pulled her body through the air, out of sight of her brother. She then zipped down and moved along the back of the building. She squeezed her gooey self under the door of the women's washroom. After a couple seconds, she opened the door and walked out in her original form.

"Hey, kiddo," she greeted Luke as she walked over to him again. "Sorry, I had to go too."

"Jen! You just missed it! There was an alien super hero here! He was all green and slimy. It was so cool!"

"Wow," Jen exclaimed with faked surprise, "sounds like I missed something big. Guess I'll just have to stop going to the bathroom so I don't miss anything, huh?" They both agreed to go give Luke's friend his toy back, then head home.

* * *

"I thought Jamie lived on the other end of town," Jen said as the siblings walked through part of the small forest on the edge of town.

"No, that's Timmy," Luke pointed out. "Jamie lives here by the woods." Jen was about to say something else, but she was stopped by a laser shooting into the ground in front of them, causing an explosion. Luke cried out in fear and grabbed onto his sister. Jen tried to see what had shot that.

"I say, it is quite serendipitous that that which we are seeking has come right to us." Jen recognized the voice from earlier. The two overall-wearing aliens walked out from among the trees, the larger one carrying the big gun from before.

"Luke, run to Jamie's house," Jen whispered.

"What about you?" he asked her, very scared.

"I'll try to keep them away. Go, now!" Luke ran away from Jen and the aliens, holding onto Jamie's toy as he did. "What do you guys want?"

"We're after a device what can swap around people's powers," the chunkier alien explained. "We're gonna use it to-..."

"Boid," the other interrupted, "what have we discussed prior about revealing information that is unnecessary for others' knowledge?"

"Okay, then tell me who you are," Jen demanded.

"Young miss, we are Octagon and Rhomboid Vreedle," he introduced in an oddly polite way. "We specialize in collecting the most particular of gadgetry, be it for monetary gain or our own personal purposes."

"So you guys want the Omnitrix too? Figures..."

"The Omnitrix?" Rhomboid asked. "That don't look like the kid who has it, does it, Octagon?"

"No, Boid, she don't," he replied to his brother. "What are you babbling about, girl? If we wanted that accursed device, we wouldn't come searching for it in this locale." A beeping noise came from Octagon's pocket. He reached in and pulled out a small object. "Dang, it's getting away. The little one must've had it." Jen had heard enough now. A green flash surrounded her. The two aliens stared at her purple form, mouths agape.

"I won't let you lay a single one of your grubby hands on my brother," Jen threatened with her powerful voice.

"This is a rather surprising predicament we have gotten ourselves into, Boid." Before he could continue, Rhomboid fired another shot off. The blast exploded as it made contact with his target. "While it is usually not a very good thing when you jump right ahead to the blasting, I believe that it was a wise determination on your part this time." When the smoke cleared, though, they saw Jen still standing with a bubble of energy surrounding her. "Oh, great... Another one of these kinds."

"This is gonna be a tough one, isn't it," Rhomboid complained.

"You better believe it will," Jen responded, lighting up her hands to teach these two a lesson. _Nobody_ harms her family.


	32. Schemes

_===Ben 10? Oh, that's not mine, dude, I swear! I was... just holding it for a friend. Yeah...===_

Chapter 32: Schemes

"Duck!!" The two grey-skinned aliens got down quickly as a purple energy ball zoomed over them. Jen glared at them and fired a rapid volley of shots. The two annoying brothers tried to dodge the shots, though some managed to hit them anyway.

"That does it!" the bigger one, Rhomboid, said. He raised his large blaster once more, but Jen wrapped a strand of her glowing hair around it and yanked it from his grasp. While she had it out there, she moved the strand over to the smaller one and took the tracking device from him.

"Hey!" he shouted as she crushed it. "That was our personal property, missy. We're gonna have to ask you to pay compensation for that." Jen stretched out more of her energy and grabbed onto both of her opponents, then pulled them toward her.

"You guys had better tell me right now what exactly you want with my brother," she said angrily as she raised them both off the ground.

"Gg... kh... ah..." Octagon was struggling to get free, but when he realized he couldn't, he decided to comply with her demands. "Fine. Y'see, like I said before, we specialize in obtaining certain things. Quite often, we are hired to get something for somebody else's needs. It pays real nice, when Boid don't blow the item of value up too much."

"Sorry," the other one said sheepishly.

"Get to the point already," Jen impatiently ordered.

"We have been employed to locate and retrieve a device of much importance to our employer. It just so happens that your younger sibling is in possession of what we need."

"Wait... what does this device look like?" Jen asked, already getting an idea.

"Like a boomerang, I think," Boid said. "The guys in the big ship by that moon wanted it so's they could take somebody's powers away." Jen instantly knew who had hired them and why, now.

"Boid, I believe you said too much aga- whoa!" Jen dropped both of them and reverted to her normal self.

"You two had better leave. I'm going to make sure that thing doesn't end up in _their_ hands, so you guys won't have a job here much longer." She turned and ran off in the direction Luke had, leaving the confused aliens sitting behind.

"You see what you do sometimes?" Octagon said to his brother.

----

Running through the trees, Jen knew she had to find Luke before those Vreedle brothers did. Gan'nargo Kah obviously intended to use whatever that toy really was to transfer the Omnitrix's power to himself. She didn't know the guy personally, but she had seen enough to know he definitely would not use that kind of power for good. _Come on, Luke, where are you?_

Great pain suddenly shot through Jen as she was struck in the back and knocked into the trunk of a large tree. She coughed a bit after the blow and pushed herself up slowly.

"You didn't honestly believe we would give up an opportunity to make a good deal of money, now did you?" The Vreedles came into view from the direction she just came, a smoking laser gun held in Octagon's hand. "Boid, tie her up, would ya. We can't have her interfering any more." Rhomboid pulled a coil of rope from his pocket and stepped toward Jen. She tried to stand or reach her wrist, but she could barely move. As the larger alien reached to grab her, he was picked up into the air by an unseen force. He began to spin around and around, then was tossed into the trees. Jen looked up to see Xain walking over. Matt and Kelly were right behind him. Xain helped Jen to her feet and she looked at all of them.

"What are you guys doing here?"

"We heard some loud noises while we were at the hideout and we came to check them out," Matt explained.

"Oh, Xain was with us, too," Kelly added in unnecessarily.

"Are you alright?" the older boy asked her.

"Yeah, I think so," Jen replied. "But _they're_ not gonna be much longer." Jen cycled through the aliens on the Omnitrix before selecting StoneArm. Xain stepped back as she began to grow in her transformation. When the green flash vanished, he gazed at her new form with calm astonishment. Jen faced Octagon as he stood alone. He took another shot at her, but it did little to her solid body. She moved to grab him, but he ran out of her reach. As Jen went to follow after him, she heard a small voice shouting.

"Jen? Jeeennnnn!! Where did you go?" It was Luke, trying to find her again.

"Kelly, Matt. Go find Luke and get the silver boomerang thing away from him." They both nodded and took off to look for him. "Destroy it when you can, just don't let it get to these space hicks."

"'Space hicks', huh?" Xain repeated, amused. Jen shrugged, then turned her attention back to the fleeing Vreedle. She gave chase, but her heavier body couldn't catch up to him, especially with all the trees getting in the way.

"Okay, enough of this," she said to herself. She thrust an arm into the ground and then concentrated. She could feel through the ground, all the way up to where the scrawny alien was at. She felt a little ahead of him, then poured out her energy into the earth.

* * *

"Jen!!" Luke stood in the spot that he had left his sister before, but now he couldn't see her anywhere. He still held the new toy in his hand – Jamie said it wasn't his, but he was the only one over to the Tenning's house recently. Luke decided he would keep it, then. If only he could find Jen. He started to look behind trees and in bushes, but still found no sign of her. Then he heard something and turned around. Jen's friends walked out of the forest.

"There you are, Luke," Kelly said. They walked over to him.

"Did you guys see my sister?" he asked them.

"Uh, yeah. She was dealing with some creepy guys and told us to come find you."

"Oh...," Luke said, worried again. Matt tapped Kelly on the shoulder and pointed to the silver device Jen had mentioned. Kelly nodded and crouched down.

"Hey! I was wondering where that went," she said to the little boy. "I lost it while I was at your guys' place. Thanks for finding it." She held out her hand. Luke looked down at the toy.

"There you go, then," he said as he handed it to her. Kelly grabbed it and held onto it with both hands as she stood back up. "Now I wanna go find Jen!" He started to run into the woods the same way Kelly and Matt had just come.

"Wait, Luke, don't!" Matt shouted, then he and Kelly chased after him.

* * *

Octagon continued to flee through the many trees. He glanced back for a moment and was pleased to see that he had lost his attackers. Then all of a sudden he felt the ground begin to shake. Before he had time to contemplate it, a large boulder rose out of the ground beneath him and knocked him into the air. While airborne, he could see on of the others after him now. Xain flew at him on the power of his wind. Then he launched a strong gust that surrounded the Vreedle and pulled the alien to him.

"Look at what I found," he said calmly as Jen came up to his location, carrying the unconscious Rhomboid. Xain kept a wind swirling around Octagon that prevented him from escaping.

"Great," Jen said in her gravelly voice. "Now we just gotta wait for the others to get back." Jen put the bulky alien down on the ground, then reached for the Omnitrix symbol. But as she pressed on the symbol, she heard Matt shouting... to Luke! Jen stood, completely frozen, as she reverted to human again. Her eyes were wide as she worried about what she thought she would hear next.

"...J-Jen?" a small voice said from behind her. Jen turned her head and looked at Luke, who was staring at her with an unreadable expression. Matt and Kelly ran up from behind her brother, stopping when they realized that he had seen something he shouldn't have. They slowly walked over to Xain, Kelly still holding the boomerang-shaped item with both hands.

"Luke... I...-" But before she could speak further, a sudden explosion occurred. Xain had grabbed Kelly and Matt and jumped out of the way; the explosion engulfed the Vreedles, though. Jen was knocked down by the blast and Luke hid behind a tree. A strange object landed near Jen and began to glow. Then an energy field started to spread out from it. Matt and Kelly rushed to get her out of there, but the field formed around all three of them before they could. It then shrunk back into the device, and all three teens were suddenly gone.

"That is how Zykan'nok _should_ have gotten things done," a voice said from above. Xain looked up at a strange, bulbous alien as it floated down. He formed a strong wind around himself and launched it at the alien. But the alien chanted a few words and nullified the gust. "Don't get in my way," it sighed. "I really don't want to waste too much time on this."

"What did you do to my brother and the others?" Xain asked, though the alien didn't bother to respond. "Answer me!"

"They have been encased in a special virtual program," it finally explained. "It will keep them contained, with little chance of being freed from the outside and a very time-consuming escape from the inside." It chanted a few more unrecognizable words, and the device started to float through the air toward it. Xain shot forth another burst of air, which was again canceled out. Then he used his wind to force himself up to the alien. He slammed into it and the alien pushed him back with its thin arms.

"Let them go," Xain demanded.

"I can't do that. I have strict orders to bring the one with the Omnitrix to Gan'nargo Kah of An'ekrion." The boomerang device Kelly had dropped while running to Jen was pulled through the air over to the alien and then exploded. "This was all just a diversion, to keep her attention focused on other things as I prepared the capture." It spoke a few more mysterious words and Xain was pinned to the ground. "Now if you'll excuse me, I must be off. I've wasted enough time here alre-..." The being noticed that the containment device was nowhere to be found. Xain managed to get up and slam into it again.

"I'm so sorry to be wasting your precious time," he said to it as it fell into a tree, "but I can't allow you to go through with your mission." Xain prepared to fight again.

* * *

Panting as he ran, Luke tried to get far away from that creature. He held the weird item to his chest as he exited the woods and headed for home. "Don't worry Jen, I won't let him get you."


	33. Medieval

_===Disclaimer: Consider the Ben 10 series officially disclaimed.===_

Chapter 33: Medieval

"Ohh... What happened?" Jen rubbed her head as she tried to stand. "Whoa!" she exclaimed as she tripped and fell again. She twisted around and sat up, staring down at her feet. "A dress?!" Sure enough, she was wearing a tattered, light green dress. "I hate wearing dresses." She awkwardly got to her feet and surveyed her surroundings. She was in an old village with Middle Ages-style houses and a lot more people in ragged clothes. "Where am I?"

"'Tis he!" "Can it be?" "Indeed, it is he!" Jen turned to see what all the sudden (and rhyming) excitement was about. A group of people hurriedly flocked along the road and gathered in a large crowd. Jen walked in the same direction, curious as to what was happening. She tried to find somewhere to slip through the people, but there was no room. She tapped a man on the shoulder and he glanced back at her.

"Hi," Jen greeted, though the man seemed to disapprove of her greeting. "I was just wondering, what's all the commotion about?"

"Thou are not properly well-mannered, young lass." Jen was confused by the man's speech. He shrugged it off and continued to answer Jen's question. "'Tis the noble knight, Sir Matthew. He hast come to slay the mighty dragon."

"Matthew?" Jen stepped away from the man and attempted to get through the crowd again. After a few more unsuccessful tries, she walked around to the side of a house. She pulled up her rather tight sleeve to expose the Omnitrix. "At least you're still normal." A quick selection and press resulted in her transformation into Burstfire. "Not what I was going for, but whatever." She launched herself upward with a burst of flame and landed on the roof. Looking out over the crowd, she could see a man in armor riding on a black horse.

As she tried to focus better, she could hear someone shouting angrily. She saw some of the men yelling up at her and the other people backing away from the house she was on in fear. "No, wait! I'm just trying to get a better look," Jen explained. She then got splashed by a bucketful of water. She shook it off and as she ignited her flames again, she noticed what the problem was: the straw rooftop had caught fire. "Oh... Oops..." She jumped down and the villagers backed away again. She drew the flames on the roof into her body. "There. Problem solved. Right?" The crowd still stared at her. Then the knight rode toward her as well.

"Jen?" The knight lifted his visor, revealing him to be Matt, as Jen had thought.

"Matt," she responded. "What are you doing?"

"I really wish I knew." He dismounted and the people moved out of his way. "Apparently, I'm supposed to be some heroic knight. People keep begging me to slay some dragon."

"Well? You gonna do it?" Jen asked.

"I have no clue how I'm supposed to! Come to think of it, I don't even know how I'm able move in this heavy armor." Matt took notice of the crowd watching them speak. "Maybe we should at least get out of town for now." Jen nodded in agreement. Matt climbed back on the horse and turned it around. As he rode away, the villagers made way for him to pass. They stepped back even further as Jen's burning body followed behind him.

"Sir Matthew rides to face the mighty dragon!" One person shouted out, and the others began to cheer loudly as the confused teens exited the village.

* * *

After a short discussion once they were out of anyone else's sight, Jen and Matt decided to find this dragon and solve the villagers' problem.

"How do we even know if we're going in the right direction?" Jen moaned as she walked alongside Matt on his steed. Her feet were killing her and they were getting nowhere fast.

"You want to ride for a while?" Matt offered. Jen nodded and Matt got down from the horse, armor clanking, to allow her on. "I don't know exactly where to look for this thing, but some of the villagers mentioned a cave over to the west. Like that one up ahead." He pointed out a lone rock sticking out of the ground with a small opening.

"Huh... odd. And now that I'm thinking of it again – where are we?"

"Not sure. But it obviously had something to do with that device that landed by you." Jen didn't remember that happening, but it made enough sense.

"Which means this whole thing is probably some scheme to get the Omnitrix. Figures."

"Well, whatever it is, those people need help." The two of them reached the cave in a few more minutes, then had to leave the horse behind to enter it. Matt had a hard time moving limberly in the tight space, and Jen's dress wasn't helping her out much either. "This is not gonna be a fun trip," Matt complained.

As they both continued, the tunnel got wider and there was more room for them to move. However the darkness made it near impossible for them to see. They inched carefully along the wall to avoid any potential traps or pitfalls. Then something zoomed past them.

"What was that?" Jen asked, startled. She squinted her eyes, but was still unable to see. They felt whatever it was move by again. Then they heard a menacing growling. "That doesn't sound friendly..." Jen activated the Omnitrix, then realized she could have used the light it emitted to illuminate the way. She smacked herself on the forehead before switching the display to Zip Zap and slamming down the face. Matt was blinded temporarily as the flash hit his unaccustomed eyes. Once it was done, Jen looked around the wide open room and was able to see things as clear as day. But there was no light coming from her as she had expected there to be. She held her hand out and saw her large claws. "Darkna? This thing's being uncooperative again," she grumbled, but she was relieved that this alien was working this time.

"Did you see whatever's in here with us?" Matt asked from her side. Jen took another look around and noticed a large creature with an eagle's head and wings on a lion's body. The gryphon roared at her and lunged forward to attack.

"Get back!" she yelled as she shoved Matt out of the way. She crossed her arms in front of her and tried to force the creature away. It pushed back just as hard. Jen mustered up her strength and managed to knock the beast's claw aside. She swiftly grabbed Matt and carried him to a safer spot within the cave, telling him to wait there. Then she proceeded to crawl onto the wall and from there, the ceiling. The gryphon was looking around after it had lost sight of her. Jen raised her head up to look down at the confused creature. She positioned herself directly above it, then freed her claws from the stone and fell. She curled up into a spiky ball and landed square on the head of the beast. The gryphon squealed in pain and swung at Jen as she tried to unravel her body. It's paw did connect, but it drew back again as the spikes hurt it some more.

Jen collapsed on the ground after she hit the wall. She lifted herself up and shook off the blow. She caught a glimpse of something in front of her sticking up from the cave floor. It seemed to be a sword. After checking the location of the gryphon, she grabbed onto it and attempted to pull it out of the ground, but it wouldn't move. She got an idea, then faded into the darkness.

"Matt," she whispered as she materialized next to her friend. He jumped a bit at her unexpected return.

"What is it?" he whispered back.

"There's some sort of sword over there. I think you might be able to pull it free and use it later. You know, like that story."

"Okay... But what about the thing?"

"I'll try to finish the gryphon off while you deal with the sword. Now grab onto me." She extended her arm and he grabbed hold of it, careful to avoid the spikes. Then Jen vanished into the shadows again and reappeared next to the blade. She helped Matt find the grip of the sword and wished him luck before jumping back toward the gryphon, which had now spotted her again.

The gryphon powerfully flapped its wings once and blew Jen back. She dug the claws on her feet into the stone and managed to recover. She ran at the larger beast on all fours and then tried to swing her whip-like tail at one of its legs. The gryphon leapt into the air and hovered in place. Jen gazed upward, then jumped at it, claws extended. A strong blow from the creature's own tail knocked her back down. As she was trying to stand again, the monster lunged its beak at her. She attempted to roll out of the way, but the spikes on her back made it hard to maneuver correctly. She crossed her arms in front of her to brace herself. The gryphon's head then got knocked away by a red beam of energy. It fell to the ground, defeated.

"Jen! Are you okay?" Matt called out from his place in the dark room. "Where are you?"

"Yeah, I'm alright!" she called back. "Nice shot, by the way." She got up and walked back to her friend.

"Shot? I just pulled out this sword and it shot a laser from the end."

"Well, it was a lucky shot, then." Jen brushed against him to let him know where she was. "Here, hold onto my arm. I'll lead the way while I can still see in here."

----

"This cave just goes on forever," Jen complained. The tunnel out of the big room had been taking a long time to traverse, and still there was no sign of an exit. The only good things were that the Omnitrix hadn't shut down yet, to Jen's amazement, and that there had been no more mythical creatures trying to kill them. _Why would something with wings be living underground anyway?_ Jen wondered.

The two teens stepped out of the tunnel into another cavern. Jen looked around to check for danger. There was none, but she noticed that the room seemed to be a dead end.

"Bad news... Looks like there's no way out of here."

"Seriously? That can't be right... There must be another tunnel somewhere." Something caught Matt's ear and he shushed Jen as she started to speak. They both listened and could faintly hear voices. The walked to the far wall and heard it even louder. There was definitely a large group of people on the other side of the rock wall.

"Hold on. I'm gonna dig us an exit." Matt stepped back and Jen placed her hand on the Omnitrix symbol. She twisted it in order to select StoneArm, but it didn't react. "Um... okay, scratch that plan. Stupid thing..."

"Well, if we can hear the people out there, then they should be able to hear us in here. We just have to shout loud enough and they could probably get us out." Jen thought that made sense, and the two of them began to yell loudly. The voices outside became quiet. Then they could be heard discussing how to break open the wall. "It worked!" Matt exclaimed.

Soon, a small beam of light poked through the stone as the ones on the other side dug into the wall. Matt was happy to see this, but Jen was responding very differently. She stared at the light, shaking slightly. When the beam became wider, she jumped back and growled like a feral beast.

"Jen, you okay?" Matt was concerned at her behavior and tried to locate her in the still mostly dark room. The light shone through even more as the wall continued to be broken down.

"Noo!!!" Jen cried out in a deep roar. "Keep it away!"

"Jen?" When the opening was almost large enough for them to fit through and light started to illuminate the room, Jen began to shout maniacally. Matt stepped closer to her but she thrashed about uncontrollably, startling him and making him drop his sword. "Jen! What's wrong?"

"No light! No light!!! **No light!!!!!**" Jen screamed as the room lit up more and more. Then the Omnitrix began to quickly flash red. A sudden burst of red light engulfed her and then she was left as her normal self. Matt ran to her and helped her sit up.

"Oohh...," Jen moaned. "Now what happened?" A roar made them both jump and they turned to see the spiky black alien form standing on its own before them. Jen and Matt were completely stunned by this and couldn't move or say anything. As the light now flooded the cavern, Darkna cried out again and retreated back into the tunnel. A group of very short people filed into the cave and came over to the shocked teenagers. They got up and followed their rescuers out into the light, contemplating what had just occurred.

* * *

_A/N: Not sure if I got the medieval speak quite right. I know next to nothing about it and had to rely on various websites that mostly only covered the very basics. If there is a problem in how I've written it, please feel free to let me know how it should be put so I may correct it. Thank you._


	34. Legends

_===Disclaimer: So someone thinks I own the Ben 10 series, hm? Well, to that someone I say you are wrong! It never was, is, or ever shall be mine. Well, not fully sure on that last part, but I doubt it anyway.===_

Chapter 34: Legends

Jen and Matt sat at a small table thinking about their next move. As it turns out, the cave did not lead to the dragon as they had thought, but to an underground clan of dwarves. Jen was not quite as focused on figuring out where to go from here, though; she was trying to make sense of just what had happened earlier in the cave. The last thing she could remember before 'waking up' with Matt beside her was seeing a crack of light appear in the wall. It was like something took over her mind after that. _I wonder if that's how Kelly feels..._

As the two continued to ponder over things, one of the dwarven people walked over to them and began to speak to them. However, they couldn't recognize or understand the language he spoke. They looked at each other, then him, and shrugged. The dwarf made a "bah!" sound and walked away.

"Well, we should probably look for a way out of here," Matt suggested. "We can't ask these folks for directions if we can't communicate properly." Jen nodded and they both got up to leave. As they did, another dwarf with a messy beard made his way to them. He looked closely at them and crossed his arms.

"So there you guys are," the dwarf said. Jen and Matt were surprised he spoke English when the others didn't. "What, forgotten me already? But we're just the best of friends," he said with an exaggerated tone as he rolled his eyes. Jen's own eyes widened as she came to a realization.

"Cirrhon??" Jen guessed as she and Matt continued to stare at the short man.

"Took you long enough," he criticized. Jen started to giggle at the form he was in. "Laugh all you want – it wasn't my choice to be turned into a hairy cave dweller. But at least I know the way out of here." Jen stopped her giggling and Matt took his turn to speak.

"We're going to find some dragon to stop it from attacking a nearby village. You can lead us out of here, but do you know anything of the dragon's whereabouts?"

"Yes, I have picked up on its location from various discussions people have had down here." The other two looked at him with confusion. "It's the dwarf thing. I can understand them even if they can't understand me. It's all very annoying. Now can we go? It smells down here." He began to walk away and the teenagers followed him out.

----

After nearly an hour walking through dimly-lit tunnels, the three travelers came out into the sunlight once again. Jen stretched while Cirrhon's eyes adjusted to the brighter light. Matt pointed to a destroyed castle on a mountain.

"Is that the place you were talking about?" he asked their tiny companion. Cirrhon nodded in confirmation and they began walking in that direction.

"Wait!" Jen exclaimed as she realized something else. "If Cirrhon is here, then that means Kelly's in here somewhere, too! We have to find her first."

"I've been noticing something," Matt said. "This world seems to be like some sort of fairy tale. I mean the whole knight thing, and the gryphon, this sword, -" He held up the sword that he had reclaimed from the dark cave before they left. "-and the fairy tale dwarves; it's all very unreal."

"This world we're in is just a simulation," Cirrhon started to explain. "It's rather convincing and doesn't seem to require the separation of mind and body, but it's still a fairly low-level sim. I'd heard of ones with a similar scenario being used by some cult of armor-wearing weirdos on this planet. But I don't think this one has been left as It was designed. It seems to have a few things added in by another, probably the floating one that tossed the device at you." He motioned to Jen as he said this.

"Floating one?" Jen asked.

"Yes. While you were all focusing on other things, I noticed an alien being floating in the air above you."

"So he might have changed this so we can't get out or something?" Matt asked.

"I doubt it, but it will likely have more to do in order to escape than originally intended. I don't know a great deal about human myths and folklore, but this simulation does appear to have been altered with that in mind."

"Then Kelly might be like the damsel in distress. So then all we have to do is slay the dragon and rescue her, just like in the stories," Jen concluded. "That's how all these tales end, so let's get on with it." They continued toward the ruined castle.

* * *

Sneaking among the rubble of the collapsed building, Jen kept an eye out for a tower; it wasn't easy to see in the darkness that the thick clouds above brought, but she knew that's were the princess or whatever was always kept.

"There it is," she quietly pointed out to the others. Cirrhon looked at the tower.

"And there's your friend in the window." Jen and Matt tried to spot her, but they couldn't see that far.

"Okay, I'll fly up there and grab her quickly," Jen decided. "Matt, you get ready with that sword; I doubt the dragon's gonna like Kelly being taken away." Jen selected Skywing and pressed on the watch... but nothing happened. "Again?! Why does this thing hate me today?" She smacked the Omnitrix once. They then moved on, hoping they could get to Kelly without alerting the dragon.

"There's the door," Matt said as he looked at the base of the tower across a desolate courtyard. They cautiously stepped out into the wide area, then heard a deafening roar.

"Here we go again," Jen sighed as she held her hands over her ears. A large green dragon landed in the courtyard between them and the tower. It glared at the intruders menacingly.

Matt reacted right away and swung the sword at the creature. A beam shot from the tip of the weapon at the dragon. It hit the beast in the chest and caused it to cry out. It retaliated with a stream of fire from its mouth. Matt and the others jumped out of the way just in time.

"I can't use my wind powers in this suit!" Matt shouted as he tried to conjure up a gale. The dragon ran at him and swung a foreleg. Matt was struck before he could dodge again.

"Matt!" Jen shouted as she watched him slam into a wall. "Do something!" she yelled at Cirrhon.

"Why don't you?" he retorted calmly. "You have the Omnitrix."

"It isn't working!"

"Before. You don't know about now." Jen, fed up with the currently-short pain, tried the watch once more just in case.

"Come on... work!" She slammed down the face and was absorbed by the green glow. She felt her arms straighten and become pointed. Her head morphed into a pointy cone and her eyes merged into one. When the transformation was finished, she looked at her hands to make sure. "Finally it works! I got who I wanted!" she exclaimed in her metallic voice. She then proceeded to confront the dragon.

The dragon crawled toward Matt, who was still lying on the ground. It opened its mouth, exposing its many sharp fangs. Then Jen jumped at it and hit it in the side of the head. The dragon growled and turned to face her. It swung its clawed foreleg at her. Jen raised her arms and deflected it with ease. She then lunged at the creature again, crossing both her arms. She swung them both outward at once and hit the dragon with each, cutting into its tough skin a little. It countered by attempting to bite Jen, but she leapt up and onto the beast's head. From there, she ran along its neck onto its back and jabbed it with her blade-like hands. It roared in pain and shook violently. Jen lost her balance and fell off the creature.

The dragon rose into the air to avoid further attacks. As it flew above Jen, it let out another burst of fire downward. Jen got a feeling in the back of her mind and put the tips of her arms together. She aimed up at the incoming fireball and pulled her arms apart. From the tips, a blue-white energy stretched between her arms and a part of it shot out. When it collided with the flame, the two forces canceled each other out. Jen did this one more time and when the blast struck the dragon's wing, ice began to form. The mighty beast struggled to stay in the sky, but was unsuccessful and fell back down to earth with a loud crash.

"Now that's more like it," she commented as she ran at the monster to finish it off.

Meanwhile, Matt had started to recover. Cirrhon stood by him as he sat up. He looked over to the dragon and saw it lying on the ground in a vulnerable state. Then he spotted Jen in alien form moving in to attack.

"Wait, Jen, don't do it!" he shouted. But Jen didn't stop and killed the simulated dragon with a fatal blow to the head. She walked back to Matt and Cirrhon, reverting to normal along the way.

"Well, that's taken care of," she said. "You alright?" Matt stood up and shook off the pain.

"Yeah, I'm fine." He was about to say something more, but Jen spoke before he could.

"Okay, then let's go get Kelly and get out of this place." Matt gave up trying to talk, so the three just went to the tower to begin the climb up.

* * *

Kelly paced back and forth in the room she was locked in, occasionally tripping on the long yellow dress she currently wore. Her room was decorated quite nicely considering the rest of the castle's condition, but still she wanted out. She had just witnessed the dragon's defeat at the hands of her friends below and was eagerly waiting for them to come set her free. She then heard the sound of footsteps nearing her place at the top of the tower and she watched the door. The knob moved slightly as the others tried to open the door, but then it stopped after a bit. Then there was a banging sound and the door was soon broken down. Matt stepped into the room dropping his battered sword. Kelly ran up to him and gave him a hug, though having a bit of trouble due to the armor he wore.

"Ohh!! You guys are here! I was so bored and lonely up here!" Jen and Cirrhon entered the room behind Matt, and Kelly ran to hug Jen as well.

"Okay, now that we're all here, can we go?" Cirrhon was tired of being in that tiny, hairy body.

"Yeah," Jen said, "we beat the dragon and rescued Kelly. Why are we still in the simulation?"

"That's what I was trying to warn you about before, Jen," Matt said as he scratched the back of his head awkwardly. "You know how most of those stories end with the hero and the princess kissing? And how this has been altered to be like a fairy tale, so that it'll require more to get out?"

"Yeah," Jen answered. "What, you don't want to kiss Kelly? Even to get us back home?" Cirrhon suddenly started to chuckle in amusement.

"Um, Jen... _You_ killed the dragon, not me..." Jen and Kelly both got the most freaked out look possible on their faces as Cirrhon now burst out in laughter.

"You mean...," Kelly nervously began to ask. When Matt nodded, both girls simultaneously exclaimed, "Eww!!" and "Noo!!".

"I tried to tell you not to finish it off, but..." Matt shrugged. Jen and Kelly looked at each other with reluctant looks.

"We might as well get it over with," Jen said, and Kelly nodded hurriedly. They both squeezed their eyes shut tight, leaned forward, and put their lips together very lightly. Then after a couple seconds they heard someone clear their throat. They opened their eyes and saw that they were outside standing on grass at night. They noticed Xain looking at them with an eyebrow raised. The girls pulled apart and started to spit and "blech" as they wiped their mouths on their sleeves.

"Shut up in there," Kelly said angrily as she smacked herself in the head to quiet the still-laughing voice of Cirrhon.

"Well, glad to see you're all back," Xain said. Matt looked around at their surroundings, glimpsing an odd bit of movement but ignoring it.

"This is Jen's yard," he commented. "Why are we here?"

"Jen's little brother brought this thing here," Xain explained as he held up the simulator device. Jen remembered that Luke had seen her changing with the Omnitrix. "I managed to get that floating alien out of here, for now. But something else has come up and I'm going to need your help again."

"Great...," Jen groaned, "there always has to be something happening, doesn't there. Okay, let's go." _I'll have to talk with Luke later,_ she thought as the four teens headed for Xain's truck and on to their next issue.


	35. Reuniting

_===Disclaimer: IDNOTB10SAA. Which is an acronym for "I do not own the Ben 10 series at all." :D===_

Chapter 35: Reuniting

Xain's dark blue truck drove through town as fast as was allowed, in a hurry to get to the location of the disturbance.

"So what's going on, again?" Kelly asked.

"Some more aliens like those smoke balls from the farm have shown up outside of town," Matt reminded her.

"Ohhh... okay."

"From what I heard, these ones seemed to be made up of some kind of unknown metal," Xain explained further. When his brother looked at him from the passenger seat with a questioning look, Xain just shrugged and said, "I have some help out there."

They kept driving until they reached the Rivermount town limits. As they were leaving town, Matt spotted something in the sky. He pointed it out to the others and the girls looked out the back windows to see. It looked like a large alien ship, green and black in color and appearing very dangerous. It was flying towards town.

"Matt, you think you can go check that out?" Xain requested. Matt knew that his abilities weren't yet developed as much as Xain's, and therefore would not be much use against large orbs of metal. He got out of the truck and prepared to follow the ship. "Don't start a fight if you can avoid it. Just see what they might be doing back in town." Matt nodded and ran off, using his wind to help boost his speed. The others continued onward.

It wasn't much longer until they could see some of the creatures jumping around in a field. Xain pulled over and everyone got ready to deal with them before they could advance on their hometown. Xain built up a strong wind around his arms, while Cirrhon took over Kelly's body and activated a new device that he had built. Kelly's right arm was surrounded by a thick metal coating that made for strong armor as well as a powerful weapon. Jen twisted the Omnitrix and then slapped down the face, resulting in her change into StoneArm.

Cirrhon took the first shot. He let loose a solid punch to one of the things, but his attack bounced right off the creature's metallic body without leaving so much as a scratch. Xain unleashed many forceful bursts of wind in an effort to smash the aliens into each other. They wobbled the slightest bit, but held their ground. Jen, seeing that even Cirrhon's device couldn't harm them, tried to lift them up and slam them into the ground. But when she grabbed one, she soon found that they were much too heavy for her. The metal balls started to fight back, trying to ram into their aggressors. Cirrhon jumped over them and Xain blew himself out of the way. Jen, being too large to evade the attacks, was struck multiple times. Small chunks of the stone that made up her body were torn off by the blows.

"Ow! Tough suckers, aren't they," she growled.

"Jen, try heating them up and rapidly cooling them off," Xain suggested as he shot up over another ball. "They might become damaged enough that we can hurt them easier." She didn't fully know how that worked, but it was worth a shot. She shifted into Burstfire, then shot a stream of fire at one of the aliens. It began to glow a bright red and turned to ram her again. She quickly changed into the pointy alien, which she had now named Coldspike, and gracefully pirouetted out of the creature's path.

"Ew, that was really girly," she mumbled. She placed the tips of her arms together and then fired a steady, freezing beam at the alien orb. She and the others then heard a loud cracking noise. Cirrhon moved in and punched the ball-beast with his armored fist. It started to shake violently, then cracked some more until it fell apart in large pieces.

"Well, that's one down," Cirrhon remarked. He looked over at the large herd of metal spheres still remaining, "only 30 or so to go."

"Yeah, but I can't keep doing this," Jen stated. "The Omnitrix will just time out sooner if I keep switching."

"Well, maybe I should give it a try then." Jen, Cirrhon, and Xain glanced back at the voice. Standing in front of the same ship they had seen earlier was none other than Ben. Matt ran up from behind him, with Gwen and Kevin following. The ship vanished and a new girl in a pink hoodie walked up carrying a small black and green blob in her arms.

"You guys? It was you in that ship?" Jen was excited to see them and turned back into herself. She ran over to the rest, but Xain and Cirrhon waited back to keep an eye on the creatures.

"So what's new with miss Jen 10?" Kevin said with obvious delight at his own little joke.

"He was planning that one the whole way here," Gwen sighed.

"She kissed a girl," Cirrhon loudly declared, much to Jen's irritation.

"Would you get over it?!" she angrily shouted back at him. Ben and the others watched awkwardly as she unleashed her rage on the one inside Kelly, who they were told of before they left last time. Jen turned her attention back to Ben. "Anyway, what are you guys doing back here? And who's she?" Jen pointed to the unfamiliar girl.

"I'm Julie," she introduced herself cheerily. "Hi." The thing in her arms wiggled around a bit and kept saying 'ship' in an electronic voice.

"We have a way to get the Omnitrix off," Ben answered Jen's first question, surprising her. "Well, for a while, anyway. It was something Azmuth had made before making the Omnitrix. It was supposed to help aliens live like another species without having to travel a long way. But then he-"

"Incoming!" Kevin shouted. Gwen put up a barrier in front of them to hold back the attacking orb creatures.

"Here!" Jen exclaimed, holding out her arm. "I don't have anything that can help. Do whatever it is you gotta do and take the watch." Kevin ran up holding a box-shaped object. Ben pulled back his left sleeve and exposed his wrist, which had a regular watch on it. Kevin pressed a button and aimed the antennas that popped out at the two teens' wrists. A beam shot out of each and engulfed the watches. When it was finished, the regular watch was on Jen's wrist and the Omnitrix was on Ben's.

"_Omnitrix selection reconfigured to match user," _said a voice sounding like Ben's. It spoke the same sentence Jen had heard in her own voice when she had put the watch back on after recovering it from Zykan'nok. Ben instantly started cycling through his repertoire of alien forms.

"Okay then," he said, mostly to himself. "It's hero time!" He slammed his hand down onto the Omnitrix and was surrounded by the green flash.

"Brainstorm!!" he shouted as he emerged in the form of a large orange crustacean. "Gwen. Let us accumulate these orbicular nuisances into a singular collective."

"Huh?" Jen asked, the excitement of watching Ben in action having been replaced by confusion at his words.

"He wants us to group them together." Gwen lowered her shield and proceeded to wrap strands of energy around individual balls. Ben opened the top of his head open (grossing Jen out) and shot bolts from his exposed brain. The aliens hit by the bolts were lifted into the air by them and held in place. But there were still a lot more creatures around. "There are too many, Ben," Gwen said as she struggled to hold on. Both cousins dropped the aliens and Ben changed back while Gwen put up another wall around everyone just as Cirrhon and Xain got with the others.

"Now what?" Matt wondered.

"Simple," Kevin replied, "we just hit 'em until they give up."

"They're very resistant," Cirrhon informed him. "You won't be able to harm them."

"Well maybe we just need to overwhelm them," Ben said as he was flipping through the watch again. He stopped at one hologram and said, "I thought I saw you in here." He made the selection and came out of the flash as a short white-skinned, black-clothed alien with big hands. Jen recognized him as the same kind of alien as Plix, from back in the Null Void. "Ditto!!" he yelled. Ben started to split into many duplicates of himself, until there were twice as many copies as there were ball creatures. They all ran out in groups of two and each group focused on one orb. But the balls were just bothered by the annoying little aliens – one rammed into a Ben copy, knocking it away. When he was hit, the others all shouted in pain as well.

"Ben!" Gwen yelled with a mixture of concern and annoyance.

"Right... _that_ was the problem with Ditto." The original Ben touched the Omnitrix symbol and all the Dittos changed into even smaller white aliens that looked a little like robots. "Echo Echo!!" they all shouted with robotic voices.

"Uh-oh, Sonorosian," Matt said. "Cover your ears." Matt, Xain, and Cirrhon as well as Ben's friends all did that, but Jen didn't get it. Then all the Echo Echos opened their mouths and emitted a high-pitched shrieking noise. Jen clapped her hands over her ears, understanding now. Cirrhon twitched a bit and Kelly slipped back into control, hands still on her head as she looked around. The ball creatures all vibrated as the sound waves struck them, but they were otherwise unaffected. Ben kept trying, but Kevin had had enough.

"Dude!!! Two words! Use Lodestar!" Ben stopped all the screaming and glanced back.

"Oh... right..." The clones flashed and went into the original's body, then he changed into a taller alien again. This one was yellow and black with pincer-like hands and feet. A metal head levitated between his tall shoulders. After shouting the alien's name, he raised both arms and all the metal orbs were pulled together. Then another quick change turned him into a purple-bodied being with greenish crystal arms, legs, and face. A shout of 'Diamondhead!' was followed by a massive crystal cage forming from the ground around the balls. Another layer was formed over top and then Ben was finished.

"Wow," Jen uttered, "he's good." She could see why Azmuth trusted Ben with the Omnitrix now. She was interested to see what else he could do with it.

"Well, that takes care of that," Ben, in human form again, said smugly as he walked back to the rest.

"You had a magnetic alien available to you the whole time and never thought to use it?" Xain questioned, incredulous that the boy could've overlooked such a useful thing. "And what was with shouting their names when you changed?"

"That's Ben for ya," Kevin stated. "You should hear him when he gets the wrong one. Hilarious."

"What? I don't see any problem with it," Ben defended. "I still got the job done."

"So Ben Tennyson has the Omnitrix again, does he?" The sudden voice had everyone looking around for its source.

"You again!" Xain yelled to the sky. Everyone else turned their heads up and saw a bulbous alien floating above Ben's crystal prison. Jen realized this was the one who had trapped her and her friends in the simulation. The alien placed a thin arm on the crystal and chanted some words. A bright light glowed from its hand and then shone inside the cage. Everyone could see the silhouettes of the balls inside appear then begin vanish.

"These won't be of much more use, then," it said, leading the others to figure out that this was also the one who was calling forth the various orb creatures. "Gan'nargo Kah will be very upset to hear that the device is in the hands of Tennyson once more. I suppose there's little I can do about it, though."

"What do you want with the Omnitrix?" Ben demanded. Ship began to growl behind him.

"Nothing anymore," the alien responded, to everyone's surprise. "I lack the ability to best you in battle, so I won't even bother trying."

_No way_, Jen thought, _this is too easy. It has to be a trick._ But she watched as the alien started to float away into the sky. If it was planning something, they would have to wait to find out what.

"A shame I cannot finish my task," the alien said to itself as it made its departure. Then it seemed to hear something in its head and grinned. "And yet, it seems there is much more I can do here."


	36. Preparations

_A/N: A few people have sent me messages asking how Ben was able to use Ditto in the last chapter. Well, to answer you all at once, the show's writers confirmed that a silhouette seen on the Omnitrix at the end of Alien Force season 2 was, in fact, Ditto. They also said that Ben would not use him during AF, so I figured why not include him in the story. Sorry if that caused any confusion for anyone else._

_===Disclaimer: It doesn't belong to me. What doesn't, you say? Why, the Ben 10 series doesn't. How silly of you to ask.===_

Chapter 36: Preparations

"Yea-haa!!" A red alien soared through the sky, arms extended with yellow flaps stretching from underneath them. Looping and twirling in the air, the alien continued to make sounds of joy.

"Ben! Quit fooling around and get down here!" Gwen shouted up from the side of a cliff. Ben looked down and descended. As he came to a landing, he reverted back to normal and gave his cousin a grin. "I know you're excited about having the Omnitrix back, but you're gonna get yourself spotted if you keep that up."

"Relax, Gwen. We're at the edge of town. Who's going to see me way out here?"

"The same people who have been trying to take that from Jen for so long," Matt said as he walked over to the other two.

"Exactly," Gwen agreed, "and we don't know just how strong these guys are. Remember, it was one of their guys who took the watch from you in the first place." Ben looked at the green device on his wrist.

"I know," he conceded, that struggle playing over in his head. "I'm sorry, I'll be more careful about it." Matt led them back to the cave where the others were at. They came inside to see Kevin and Xain standing over an alien transmitter, Kevin having a discussion with someone on the other end. Jen listened along intently, while Kelly and Julie were busy talking about other things.

"Any luck?" Ben asked Kevin as he walked up.

"I tried contacting the guy who sold me that molecular transporter, but I haven't been able to speak to him yet. His buddy says he's 'away on business'," the older boy scoffed.

"You're sure he'll have something that can actually remove the Omnitrix?" Matt inquired.

"If he had that other thing, it means he has some pretty good merchandise. Sure, it may have been a pretty useless device aside from swapping the Omnitrix around, but it's still valuable as one of Azmuth's creations. Chances are he's got more good stuff for sale."

"You should've checked for something more permanent the first time," Gwen said. Kevin ignored her and she sighed. "Well, as long as it isn't Argit again..." She took a seat next to the other girls.

"Wouldn't it just be easier to take one of those energy rods again?" Jen pointed out. "We know they can pull the Omnitrix off, so why not?"

"We don't know if they all have those or if it was just Zykan'nok," Matt answered her. He then remembered something. "Cirrhon made one before! Maybe he can just make another one."

"I doubt it. Those things are pretty pricey and the parts are hard to come by," Kevin explained. "I thought I said this last time."

"He's right," Cirrhon confirmed, pulling Kelly away from her conversation with Julie, "I don't have the materials anymore. I _could_ have been able to repair my last one if _someone_ hadn't been so careless with it." His last words were clearly directed at Jen, visibly ticking her off.

"So we just wait?" Ben asked.

"Looks that way," Xain replied as he stood and walked out of the cave for some fresh air. Everyone was silent for a bit afterward.

"Well, I'm bored just sitting around here," Julie complained.

"How about we go to the mall?" Kelly suggested, having regained control moments before. Julie was quick to agree, then Gwen decided she'd come too. Jen got up and stretched.

"I guess I might as well go. I won't be able to help much around here." She looked at Ben and asked him, "Any idea when exactly that'll be popping up on my wrist again? Don't want anybody to see it when it does."

"I don't know," he replied before turning to Kevin. "Was there anything that showed how long the swap would last?" Kevin shrugged and got back to listening for a response on the radio.

"Okay then," Jen sighed. "Call us if anything comes up." The girls all exited the cave to head for the mall, Ship crawling out from where he was resting in the corner and jumping onto Julie's back in the form of a backpack as she left.

* * *

After a flight across town courtesy of Ship (making sure to land in a concealed area, of course), the girls finally stepped into the mall and Kelly started to head straight for the clothes store first. Julie and Gwen were right behind, but Jen paused to look over her shoulder.

"Something wrong, Jen?" Gwen checked with her. Jen turned around again and shook her head slightly.

"Yeah. Just got a weird feeling is all." They hurried to catch up with the other two.

In the store, the girls looked through different articles of clothing. They all took their turns in the changing rooms trying things on. Jen didn't find anything she really liked, but Kelly and Julie managed to find some cool outfits.

"I'm getting kinda hungry," Julie said after a while.

"To the food court!" Kelly proclaimed. The other girls chuckled at the goofy declaration. They headed off to get food, Kelly again leading the way.

Once everyone had gotten what they'd ordered, they sat down to eat. After a few bites of her hamburger, Jen decided to bring up a new topic.

"So Julie. You and Ben going out or something?"

"Yeah," she answered, smiling, "how did you guess?"

"Well, no offense, but you don't really seem much like the 'battling aliens' kind; there had to be another reason you came along." Julie giggled a bit. "And Kevin really doesn't seem like he'd be your type."

"No, someone else has got eyes for Kevin," Julie said, nudging Gwen lightly.

"Hey! ...Maybe I kinda... like him... sort of," Gwen admitted, "but we're just friends. Really!" The others laughed as Gwen tried to defend herself.

"What about you, Jen?" Julie asked. Jen looked a little confused. "You and Matt?" Jen blushed.

"What?! No! We're just friends!" she claimed, mirroring Gwen's words.

"I dunno, Jen. Seems he might like you a bit," Kelly poked.

"Matt?! What are you talking about?" Jen was still blushing hard as the others continued laughing. "Can we please change the subject now?" A shadow moved along the food court floor, causing Jen to look up. Through the glass ceiling, she spotted a blue, moth-like alien flying over. The other three had seen it too. Julie pointed out to Jen and Kelly that it was Big Chill, one of Ben's aliens (though they recognized the form from the last fight with Zykan'nok).

"That was quick," Gwen commented. They got up to go meet Ben outside. When they got to the entrance, Jen stopped again.

"I got a weird feeling again," she informed the rest. "Something doesn't seem right. They could've just called us."

"Maybe their phones died," Julie suggested.

"All of them at the same time? Not likely."

"Let's just go out and see what he needs," Gwen said. They went out, though Jen still felt that something was off.

When they got outside, Gwen started to signal to Ben. He glanced down at them, then stopped in midair. The girls waited for him to land, but instead a white flash engulfed him. The next thing they saw was a large yellow ball falling from the sky.

"Look out!" Jen shouted before they all jumped aside. Ben crashed into the parking lot, leaving a small crater. _I knew something felt weird,_ Jen thought._ Something's wrong with him.

* * *

_

"Sooo bored..." Matt sat in a chair tossing a ball in the air and catching it. At the radio, Kevin was starting to doze off as he stared up at the ceiling. There had still been no response from the other end.

"You'd rather have gone shopping with the girls?" Xain asked him. Matt just kept tossing the ball.

"_Yo, Levin. You there?"_ the radio suddenly rang out. Kevin jolted upright and the other two focused on what would be said._ "I got a message you wanted to discuss some things."_

"Hey! Yeah, I'm here," Kevin answered. "About time you got back. I've been trying to get ahold of you for hours."

"_I had some important things to take care of. Now what did you want?"_

"First, let me say I really appreciated that transporter. Really got the job done. Now, I wanna know if you have anything with the power to partially nullify level 20 tech."

"_...What do you need it for?"_

"What's it matter, long as you're getting paid, right?"

"_I dunno... I don't really want to be a part of some scheme involving the Omnitrix. I thought I heard you gave up on trying to get your hands on it."_ Matt and Xain gave Kevin suspicious looks.

"Dude, it's not like that! Listen, I don't have time to explain. Do you have what I need or not?"

"_Maybe. But it's gonna cost you. A lot."_

"I figured that much. Name your price and I'll do my best to get it to you."

* * *

"Ben!!" Gwen yelled at him. "What do you think you're doing?"

Ben didn't respond, but instead shifted again. After the flash, he stood in the crater looking like some sort of mummy. Gwen seemed surprised to see this form, as if it shouldn't be there. Ben raised his hands and bandages stretched from his fingertips. They wrapped around each of the girls and raised them all into the air.

"Ben, this isn't funny," Julie said angrily. She, Jen, and Gwen struggled to escape Ben's grasp. Kelly blanked out as Cirrhon forced his way into control.

"Finally, something to break up the torture of listening to you four talk." Mechanical arms extended from on Kelly's shoulder as Cirrhon attempted to break free of the bandages. The arms easily sliced through the fragile strands and Cirrhon fell back to the ground. He rushed in to attack Ben, but another flash blinded him momentarily. Ben now stood as an almost human-looking form wearing a long black coat. The other three fell to the ground, but Gwen created a cushion with her powers to catch them. She then looked back to Ben.

"No..." Gwen was absolutely horrified to see the Eon form. Ben formed a dark purple orb and struck Cirrhon with it, freezing him in time. Jen got to her feet and attempted to tackle him down, but she too was stopped in her tracks. Julie soon followed, along with Ship as he tried to protect her.

"Ben... No..." Gwen shuddered as Ben turned to her last. "You can fight it Ben, you've done it before. Please!" Ben fired an orb at Gwen and she blocked it with a wall. She formed a lasso to try and grab Ben, but he was gone. Gwen was then hit in the back with a shot. She turned to see Ben laughing an evil laugh. Then she was frozen still like the rest.

* * *

"Okay! Got everything set up," Kevin announced as he turned of the radio. "He'll be sending it out right away. Should be here in a couple'a days."

"Well, that's good," Xain said. "It was really looking like you weren't going to get it for a while there."

"So I insulted his mother," Kevin shrugged. "I worked it all out in the end. Now Ben can get his precious Omnitrix back and stop whining."

"Hey, where is Ben anyway?" Matt asked, realizing he had been gone for a while. He looked around the cave, but didn't see Ben anywhere.

"Probably flying around again," Xain guessed.

"Well, I'll call Jen and update them on the situation." He pulled out his phone and began dialing. He waited as it rang. After three rings, he got an answer. But it wasn't Jen's voice. It was Ben's!

"_I'm afraid your friend is unable to talk right now."_

"Ben? Why are you answering Jen's phone?"

"_If you want to speak to Jen or any of the others ever again, you will have to come and save them first."_

"What?! Ben, what are you talking about?" Kevin got up now and walked over to Matt alongside Xain. "Cave outside of town? You mean where Zykan'nok was? Ben, what are you-... Ben? Ben!!" He hung up after receiving no response and looked at the older boys.

"What?" Kevin asked him, rage building inside him. "What is it, what's wrong? What did Ben do?!"

"I just went to get some chili fries," Ben answered as he walked into the cave, wiping his hand on his shirt. "Is that supposed to be a crime now?" The other three just stared at him in confusion. Ben looked at each of them, equally confused. "What?"

* * *

Jen's phone fell to the metal cave floor and was subsequently crushed by a foot. Ben, back in his human form, looked up at his now-unconscious prisoners locked in their cages suspended from the ceiling. He adjusted his grey jacket and looked down at his wrist and the silver watch on it.

"Soon, I'll defeat the _real_ Omnitrix of this universe. It was easy enough to kill the wielder of that copy – and I doubt the real one will be much more of a threat." He faced the cave entrance once more, preparing for the fight to come. "I will be the only one to hold the power of an Omnitrix, in any dimension."


	37. Challenge

_===Disclaimer: In a parallel universe, I may actually own the Ben 10 series. Unfortunately, that would be parallel me and not this me; this me does not own it.===_

_Chapter 37: Challenge_

"What?!" Ben couldn't believe what he had just heard. "I swear, I didn't go near the mall! And I would never hurt anyone, especially Julie and Gwen."

"Then who could it be?" Kevin retorted. "It's not like there's another Ben Tennyson wandering around, using alien powers to kidnap people."

"Maybe it's Albedo again," Ben conjectured, "except Azmuth took his Omnitrix away..."

"There's another Omnitrix?" Xain questioned, surprised and somewhat concerned.

"_Was_," Ben clarified.

"Hold on," Matt spoke up, "when Jen was Zip Zap once, she split into two. The other one got pulled into another dimension, but Jen told me that the copy had come back for a bit. Apparently she went to a sort of parallel universe."

"So what, there really might be another Ben?" Kevin was a little confused.

"Let's discuss this more on the way there," Xain suggested. The others agreed and set out in a hurry.

* * *

Gwen opened her eyes slowly, her vision blurred. She shook her head to clear her eyesight and looked around. She was locked in a cage of some sort. She gasped as she recalled what had happened.

"Ben..." she whispered sadly. Or was it Ben? Gwen remembered him changing into Eon; maybe he was back. She grabbed the bars of the cage and looked out through them. She saw that the cage was hanging from the ceiling of an artificial cave. There was another cage in her sight with Jen inside. She too was just regaining consciousness. Gwen then turned her attention to someone on the ground. It looked like Ben, but he was wearing a grey jacket instead of his usual green one. She tried to feel his mana, to confirm his true identity; but she was unable to use her powers.

"Ben!" Jen shouted from the other cage. "What are you doing? Let us down!" Ben looked over his shoulder at her, but he ignored her request and turned back to face the cave entrance.

"That's not Ben," Gwen said as she glared at the impostor. Jen glanced over at Gwen. "It's Eon, a dangerous alien that possessed Ben five years ago." The boy below began to laugh at this.

"Oh, I'm Ben all right," he contradicted her. "But I also know there's another Ben in this universe. And I intend to dispose of his Omnitrix." Jen gasped as she came to a realization.

"Wait, you're from the parallel universe?" she asked him, to Gwen's shock.

"Yours is the parallel," he countered. "But yes, I'm from another dimension. I found someone with a green Omnitrix there." He pulled back his sleeve to expose his own silver Omnitrix. "When I killed that person, their Omnitrix disintegrated along with their body – clearly a copy." Jen was mad now; he'd _killed_ what was essentially her?! The parallel Ben continued, "The very thought of someone else having the same kind of power as me bothers me. So I came to get rid of the original Omnitrix here."

"Come on!" A voice could be heard echoing through the tunnel outside of the large room. "It's just up ahead!"

"And it sounds like my little trap worked." Gwen attempted to break out, but again her powers wouldn't work. "Don't bother trying to escape," the other Ben said to her. "Though your abilities surprised me – the Gwen of my world is completely useless – those cages will be more than enough to cancel them out."

"You're nothing like the Ben I know," Gwen said quietly and angrily.

Ben and the others entered the room now. While surprised to see the other Ben at first, they quickly prepared for a fight if necessary.

"Let Gwen go," Kevin demanded.

"And the others, too," Jen added from the cage, rolling her eyes.

"You can have them," parallel Ben said, "after I've taken away your Omnitrix!" He pointed at Ben.

"Why do you want my Omnitrix?" Ben asked. "You already have your own. How would you even use two, anyway?"

But the other Ben wasn't about to waste time explaining. A white flash covered him without him even lifting his arms, and he stood afterward as a strange blue creature with a big tail and thin limbs. He moved with incredible speed toward the guys. He knocked Matt over, then Ben. Kevin had removed his I.D. mask and made his hands into shields, and the other Ben slammed right into them. Xain jumped on him to pin him down.

"Get out of my way. I don't need you bugging me." The alternate Ben shifted into an alien wearing a big metal suit and pushed Xain off of him.

"He must have the master control unlocked," Ben pointed out as he stood again, beginning to cycle through his Omnitrix.

"Yes," the other Ben responded in a deep voice, "once I stumbled upon the code five years ago, I discovered the full power of the Omnitrix. And ever since, I've been using that power however I see fit."

"How do you mean?" Matt asked, feeling that he already knew.

"It mostly started with getting new video games. But I quickly realized that I could do anything I wanted and no one could stop me! People will do whatever I say. And if they don't, then I take care of them."

"Humongousaur!!" Ben had changed into a huge dinosaur-like alien. "That's not right! You can't just use the Omnitrix to push other people around. You have a responsibility to protect people with it." The other Ben rushed at Ben, both of them grabbing each others hands and pushing against the other.

"You don't know what you're talking about," parallel Ben shouted as he struggled against his counterpart. "I have more power than anyone! Your power is no match for mine, either."

In a flash of white light, he changed into a Glooby form and splattered himself in Ben's eyes. Matt and Xain began to blow wind at him to remove the slime. When he was off, the other Ben changed into a being made up of swirling winds – one like them and their father. They paused in shock when they saw this. He grabbed them with small twisters and threw them into opposite walls of the cave. They both attempted to cushion the impact with their own wind bursts, but the invader drew the air away from them before they could. The brothers slammed hard into the walls and fell to the floor, unconscious.

"Jetray!!" The other Ben turned back to his real opponent to see him flying swiftly out of the room. "If you want me, you'll have to come get me!" Kevin moved to block the exit so the other Ben couldn't follow. Ben landed behind him. "Kevin, wait. Let him follow me outside, I can handle him. You get the girls out of those cages." Kevin hesitated for a moment, then nodded.

"You better know what you're doing, Tennyson." He moved from the opening as Ben took off down the tunnel again. The other Ben, in the form of Cannonbolt, shoved Kevin aside and proceeded to roll down the passage after Ben. Kevin then looked up at the hanging enclosures. "How am I supposed to get to those?"

"You'd better not just leave us up here," Jen said in a warning tone.

"Oh, he won't," Gwen assured the other girl, "will you, _Kevin_?" The boy gulped, knowing not to test her patience.

"Of course not. I'll get you down from there. ...Somehow."

* * *

Ben shot out of the cave entrance and hovered in the air, turning back to wait for his enemy. It wasn't long before the large yellow ball rolled out after him.

"Needed more room to fight, huh?" the parallel scoffed. "Why don't you make this easy and just give it to me?"

"Not going to happen, buddy."

The other Ben changed from Cannonbolt to a monsterish alien Ben recognized as Benvicktor. He generated a bolt of electricity that was then shot up at Ben. But Ben was quick to act, switching into...

"Diamondhead!!" The electrical attack struck Ben and was shot back out from him. The other Ben avoided the attack, shifting into Echo Echo and initiating a screaming shockwave. Ben knew this was trouble and changed into the same alien. Both Bens stood their ground, neither of their attacks breaking through the other. Eventually, they both had to stop to breathe.

"You may have matched me so far," the parallel Ben said, "but I doubt you can defeat this one!" Another flash surrounded him. When it was done, Ben stared with his mouth wide open in utter surprise.

"Vilgax!?"

"I suppose you never thought to absorb his DNA, did you? Too bad." The strong alien rushed at Ben and punched his smaller body. Ben was sent soaring through the air before crashing down on the ground again. He struggled to stand up, but a swift kick put him back down. Ben grabbed his chest as a cough echoed from him. The other Ben placed his large foot on Ben's small back, starting to crush him. "Any last words?"

"Y-yeah... two," Ben replied, his voice shaky . A green flash encompassed his body and it began to grow larger and larger. The size became too big for the other Ben to keep down, and Ben stood upright again as he now towered over his opponent. "Way Big!!!"

The other Ben chuckled smugly. "Is that supposed to frighten me? Two can play at that game." The white flash returned and he too grew to gigantic proportions as he became the same creature as Ben.

Ben got into a defensive stance as the parallel attacked. Ben grabbed the other's arm, but a knee in the gut made him let go. The other Ben threw another punch, hitting Ben in the face. One more punch in the stomach forced Ben to his knees. Ben glowed green and shrunk back into his human form.

"I told you I was more powerful. Now to finish you off for good." He raised his arm and aimed his fist at Ben's tiny form for a final blow. As he about to strike, however, he felt a barrage of lasers dance along his back. "Aaaggh!!" He looked over his shoulder to see a green ship flying around, guns out and ready to fire again.

"Good boy, Ship!" Julie shouted from the ground. All the others were with her, with the exception of Jen.

"Ben!!" Gwen and Matt ran over to Ben as he lay in the grass, unable to move. "Are you alright?" Gwen asked him. Ben groaned as he was helped up.

"The... Omnitrix...," he said weakly.

"It's okay, Ben," Matt told him. "It's in good hands."

Jen stepped out of the cave and raised her left arm, the Omnitrix firmly attached to her wrist once more. "It's my turn now."

* * *

_A/N: Sorry this took so long. Been busy lately and haven't had a lot of time to write. But I promise I'll try to get the next chapter up sooner. So please don't ditch me. Or kick me too hard. D:_


	38. Escape

_===Disclaimer: The Ben 10 series is not mine. It is also not my brother's or my mother's or my other brother's. Or my pet toad's.===_

Chapter 38: Escape

"Okay, okay. How about I tear off a chunk of the wall and throw it up there? It would break the cage open." Kevin put his hands on the metallic wall and started to dig his fingers into it.

"Yeah, and crush us along with it!" Gwen yelled. She placed her hand on her forehead. "Just see if there's a switch or something around." Kevin shrugged and started to walk along the perimeter of the room. Gwen turned to look out the other side of the cage when she heard a low moan. Kelly was waking up in the adjacent cage.

"Huh? What's going on?" Kelly looked at the floor and top of the cage before peering through the bars and into the large cave. She listened to Cirrhon's voice in her head for a moment. "Yeah, I got that much. But _why_ am I in a cage?"

"Kelly? You okay?" Jen called out from her cage on the other side of Gwen's.

"Jen? Yeah, I'm fine. What's happening?"

"Long story."

"There's no switch!" Kevin shouted. "Can't you just break out yourself?"

"No, Kevin," Gwen sighed, "this cage is suppressing my powers somehow."

"Then I'll break off the chain with a rock and you can catch yourself when you're free. It works perfectly."

"I'd feel a lot safer if somebody besides him was helping us," Jen commented.

"Yeah?" Kevin responded to the remark, moving to grab the wall. "Well, I'm all you've got. So if you'll excuse me-" His foot bumped into Matt, who was groaning as he was getting up. "Oh, hey. Sleep well?" Matt just grunted as he stretched a bit.

"Matt!" Kelly shouted happily. "You can get us down, right? Please?"

"Uh, maybe." He looked up at the chains: they weren't very thick and could probably be broken with even a small object, if it were hard enough. He turned to Kevin and asked, "Could you chip off a small piece of the floor?"

"Small? I think a big piece would be better."

"Do you even listen?" Gwen yelled again, exasperated.

"Ship can help," Julie said from the cage farthest from Gwen. She'd been so quiet, nobody had noticed she was awake. The blobby creature jumped up and down, then started to squeeze through the bars. Once he was through, Ship landed softly on the cave floor and inched over to Matt.

"Okay, Ship. I need something really hard," Matt explained. "Can you help?" Ship wagged his tail excitedly. He glowed with a green light and changed into a solid ball. "Wow, you really do come in handy, don't you?"

"Cool! I want a pet like that," Kelly stated in awe. Julie giggled.

"Okay, here goes." Matt picked Ship up and carefully aimed at the chain of Gwen's cage. He tossed the orb as hard as he could and used a wind burst to propel it faster. It hit directly and the chain broke. Gwen began to fall, but Matt formed a small whirlwind underneath to slowly lower the cage. It was heavier than he'd anticipated, though, and he was struggling to keep it from crashing to the ground. Then Matt suddenly felt the wind become stronger. He looked across the room to see his older brother supporting his efforts as he remained lying down. The cage safely reached the floor and Kevin got right to work pulling the bars apart for Gwen to get out.

"Thanks, Matt," she said.

"What about me?" Kevin whined. "I helped too." Gwen gave him a look. "Fine, then. But don't come asking me to smash you free ever again."

"I'm sure I'll manage." Gwen's hands glowed purple as she extended beams from each of them to break the chains on Julie and Kelly's cages. Then she wrapped the beams around the cages and gently lowered them.

Once those two were free, everyone felt the earth shake. Then Jen's left wrist flashed and they could all see that the Omnitrix had returned to her.

"Ben!" Julie exclaimed with concern. "Ship, go help him. Hurry!" The blob changed into a green motorcycle and zoomed out of the room and into the tunnel to outside. Julie, Kevin, and Xain took off after him.

"Go!" Jen shouted to the other three waiting behind. "I can get myself out of here." The others ran out after the rest while Jen activated the Omnitrix. "Alright then. Let's see this cage stop _this_ from working." She pressed down on her selection and felt as her body changed, her limbs morphed into fins, and her jaw widened to a massive size.

Once Jen had finished transforming into Whirlpool, she used her tentacles to grab the bars and maneuver her front toward the bottom of the cage. She opened her mouth and sunk her teeth into the metal. She shook her head violently and tore the floor off the enclosure. She then let go of the bars and fell all the way to the ground, landing softly due to her squishy body. She tapped the Omnitrix symbol and reverted back to normal.

"Okay, now to go kick some other-world butt." She ran through the tunnel until she saw the sunlight at the end. When she got out, she could see Ship flying around and shooting at a gigantic alien, which she assumed was the parallel Ben. She spotted the good Ben being helped over to the others by Matt and Gwen. "It's my turn now," she said as she raised her arm. She made her selection and changed into Skywing.

"Get away from me, you annoying... thing." Ship was trying his best to dodge the other Ben's massive arms swinging at him. But one attack finally hit him and he started to fall from the sky. He morphed back into his tiny original form and Julie caught him in her arms. As she checked on her little guy, Jen moved her wings a bit to get used to them again.

"Be careful, Jen," Matt warned her. "This guy is brutal. Don't do anything stupid, okay?"

"Don't worry, I won't," she assured him. "It's not like I'm Kevin or anything."

"I can hear you," the older boy said from about 3 feet behind Matt.

Once Jen was ready, she leapt up and started flapping. She flew up until she was directly in front of the other Ben's face.

"So, the Omnitrix is with you now," he noted. "Well, this just makes things even easier." He took a swing at Jen, but she stopped flapping and dropped out of the way. She zipped around to his back and whipped his shoulder with her tail. He grunted in annoyance more than pain and swatted at his back in an attempt to hit her, but again he missed. "Rrrr... Quit moving so I can crush you!!!"

"Don't think so," she responded. "Make me a better offer first and then I'll think about it." Hopefully annoying him would make him fight a lot more simplistically.

"Maybe if I take out a couple of your friends, you'll be more willing to cooperate." He pulled his leg back to kick at the others on the ground. Jen flew down at his leg before he could move it more and slammed her whole body into it, throwing him off balance a slight bit and forcing him to put it down for balance.

"Geez, you're really not a nice person, are you? I can't believe your Azmuth let you keep his watch."

"Heh. Azmuth was a coward," the other Ben explained. "He was too afraid to confront me and take it away. I was more than happy to destroy him. After all, I wouldn't want him making another Omnitrix to be used against me." He tried to grab Jen, but she swerved around his arm and out of reach once more.

"You're really nothing at all like Ben, are you? ...You know, I need an easier way to talk about you two. I think I'll call you P-Ben."

"Peaben?" Jen could hear his irritation growing in his voice.

"P-Ben! You know, like parallel Ben. Only more humiliating." At this, the other Ben yelled and swung fast. He managed to grab Jen and held her tight in his grasp.

"You have gotten on my nerves for the last time. Prepare to say good bye."

"Okay," Jen said rather cheerily. She tapped the symbol on her chest with her tail and changed into Burstfire. She focused and increased her body temperature. P-Ben shouted in pain and released his grip on Jen. "Good bye," she said as she fell, using a quick downward burst of flame to cushion her landing on the ground.

"Wow, you did a lot better than me," Ben said when she came back to them. Kelly and Kevin were laughing behind him, Kelly at P-Ben and Kevin at Ben. "He's not going to give up, though."

"I know. Just gonna see what he'll do next." She could see that her opponent was already recovering.

"I noticed something when I was fighting him," Ben added. "He doesn't seem to use his aliens in more creative ways. He mostly just used strong aliens and brute force."

"Yeah, that doesn't sound like you much at all," Gwen commented. Ben glanced over at her. "Four Arms, Humongousaur, Way Big; they're like your favorites, right?"

"Anyway," he continued, "the point is he seems to use only their most basic abilities. Even when he tried to use Echo Echo against Diamondhead, he didn't split up to surround me or anything."

"So you think with all those alien forms he has, he hasn't spent a lot of time practicing with each and every one of them?" Matt guessed.

"Probably not."

"Okay," Jen said, "then I know what to do." She turned and ran back into the cave. The others were about to follow her when the parallel Ben flew past them in Jetray form. The rest hurried after them.

They all soon entered the large room to see Jen standing against a wall as P-Ben, in the form of some elephant-like alien, stood facing her. He shot a stream of water from his trunk in an effort to extinguish Jen's flames. Gwen put up a wall to block the water while Xain and Kevin tackled the guy.

"Sorry, I don't have any peanuts for you." Kevin changed his hand into a spiked club. "This'll have to do." But P-Ben shifted into a ghost alien and flew right through the both of them and dived into the ground.

"Jen, watch out," Gwen cautioned. "He's hiding underground." Jen kept her eyes on the cave floor. When she spotted a grey head poke out, she pressed down on the wall and the room lit up green. Suddenly, she changed into Glowform while he became an alien bug of some kind as he jumped out at her. She swatted him away with her hair. After getting up, he tried to spit something at her, but he again changed into a small round creature. Jen became Highjump and hopped over to her spherical foe. She used her powerful foot to kick him across the room.

"I bet she could beat you at soccer," Julie said to Ben on the sidelines.

"What's going on? I'm not telling it to change me." The parallel Ben was having trouble figuring things out as he shifted into a Zip Zap.

"Confusing, isn't it?" Jen (now as Coldspike) said. "We're just going to keep switching now. I hope you know how to use all of those aliens of yours." In anger, P-Ben launched a bolt of lightning at Jen. She raised one arm to it; the electricity crackled up it and then down along her other arm, which she had pointed back at her enemy. He was hit by it and tumbled back a few feet.

"Y-yours has to time out," he stated In a slight panic. "You don't have the master control. So you can't keep fighting forever!" He changed into a very large and seemingly immobile alien.

"Maybe not," she replied in her now-deeper voice as she finished changing into Werefang, "but I can probably beat you before it comes to that." She jumped up onto his massive belly and dug her claws into his skin. P-Ben then flashed again and was left in his human form.

"I won't change if I'm not using it!" He started to push Jen off of him when she suddenly transformed into StoneArm. He was trapped under her weight.

"Okay guys, you can take him now," Jen called. Xain and Kevin came over and each grabbed one of P-Ben's arms while Jen got off him.

"What should we do with him?" Xain asked.

"Oh..." Jen paused. "I actually hadn't thought about that," she admitted sheepishly as she turned into Glooby.

Walking over with the rest, Kelly stopped for a second. "Hm?" she asked. "'Time?' Time for what?" Her eyes went blank as Cirrhon took control of her body. He pushed Julie and Matt aside as he ran between Ben and Gwen. He then placed a hand on both Kevin and Xain's necks and squeezed on a specific point. Both boys collapsed, and Cirrhon picked P-Ben up.

"Well, it's been interesting watching this whole conflict," Cirrhon spoke, "but I really think we should be going now." The other Ben looked at him funny, not understanding what he was up to. "I think I have enough resources now to defeat you now, Jen, and take the Omnitrix from you."

"What?!" she yelled with anger and surprise. "I_ knew_ you were no good! I never should have trusted you!! You're going to pay for using Kell-" Jen was interrupted as she was changed into Whirlpool, though she still flopped around and flailed her tentacles with rage.

"Get them!" Matt shouted as he prepared a wind burst. Gwen extended a beam of mana to ensnare them, but Cirrhon jumped back a good distance with P-Ben under Kelly's arm and avoided it. The roof of the cave then began to open, Jen's cage breaking off from the ceiling and crashing onto the floor. Everyone looked up to see the floating alien from last night through the opening. He chanted something quickly and Cirrhon and the parallel Ben began to float up to him.

"See you all later," Cirrhon said as the three of them made their getaway. Jen changed back to normal as the Omnitrix finally timed out. She ran to the center of the room and watched them with tears starting to form in her eyes. They floated farther away before becoming completely invisible.

"Kelly!!!"


	39. Seeking

_===Disclaimer: bEn 10 iS noT MinE. No mAtteR hOW mUch i MeSS uP tHeSe lETteRs.===_

Chapter 39: Seeking

"Kelly! Kelly!" Jen ran out of the cave and looked to the orange sky again. There was still no sign of Kelly or her captors. Desperate to get her back, Jen tried the Omnitrix; but it was still recharging and wouldn't work. She kept pressing buttons and twisting the face, but no matter what she did, it just would not respond. The others came out after her and saw her still trying to use the watch.

"Jen, it's not ready yet," Ben said. "And it's too late anyway... They got away."

"No!" Jen replied. "There has to be a way! Ship!" She turned to face Julie. "He can help, right? We have to go after her now!"

"Jen, they disappeared," Matt attempted to explain. "Even if we could go after them, we wouldn't be able to find them." Jen fell to her knees and started to cry. Matt got down next to her and tried to comfort his friend.

"Maybe I can track her," Gwen said. She closed her eyes and concentrated, trying to detect Kelly's life energy. But she couldn't quite find her. "Nothing... Something's blocking out her aura."

"You have trouble with technology, right?" Matt guessed. Gwen nodded and was about to ask how he knew, but he continued, "Cirrhon implanted some sort of microchip in Kelly with part of his mind or something on it. That might be why you can't detect her."

"Well now what?" Jen asked, quiet and sad.

"Simple," Kevin answered. "We wait for them to come to us."

"As much as I hate to say it, Kevin's right," Ben agreed. "They want the Omnitrix, so they won't be just sitting around. They'll come for it soon enough." Jen was already starting to think about this.

"In the meantime, we should probably go back for now," Xain suggested. "It's getting late and everyone will need to be well rested for when they make their move."

"Don't worry, Jen," Matt said comfortingly, "we'll get her back." Jen appreciated him trying to cheer her up.

As everybody was getting ready to leave, a small figure materialized near them. It was Azmuth again, and he looked somewhat angry.

"Haven't I told you before to not go through so many transformations in such a short time?" The others looked down at him, and he noticed that his creation was still not on Ben's wrist. "You still possess it?" he said to Jen. "I was certain you would have found a way to remove it by now."

"You came all the way across the galaxy just to lecture someone?" Kevin queried.

"Doesn't he always?" Ben pointed out.

"Sorry," Jen apologized, "but there was this other Omnitrix. I had to do that to beat it or this one would have been taken from me."

"Another Omnitrix?" Azmuth questioned. Jen and Ben both nodded. "Hmm, I had sensed something else of great power."

"There was another Ben, too," Julie pointed out.

"Then it is as I had feared," the old alien sighed. "I knew of the parallel universe, which matched ours in appearance. And I had always assumed that an Omnitrix would exist there as well. But I never anticipated the two Omnitrixes crossing like this." He walked over to Jen and looked up at her. "I did not create my Omnitrix to be used as a weapon, but now it is the only thing that can stop this other Ben from causing destruction with his own. I trust that you can defeat him. But you may need a bit of help."

"Help? Like what?" she asked. He stood silent for a moment before speaking again.

"Are you gonna give her the master control?" Ben asked excitedly.

"No," Azmuth answered simply. "She is not quite ready for that and I doubt she would be able to handle so many new forms in such a short time. What I will do, however, is this: Remove Time Limiter." The Omnitrix flashed a couple of times before a voice likes Jen's stated _"Omnitrix limiter deactivated."_

"So now I don't have to change back?" This would really help her fight against the parallel Ben and his master control.

"Correct. But be careful. The purpose of the limiter is to prevent the DNA stored within from controlling you. You will be able to fight for longer periods of time, but do not remain in another form for longer than is necessary."

"Okay," she said. Azmuth gave one last nod before fading away again.

"Come on," Xain spoke up, "let's get out of here already."

* * *

The clock on Jen's bedside table displayed 12:14. She lay in her bed, wide awake and staring at the ceiling. She was too worried about Kelly to sleep. She was thinking of how she could stop Cirrhon's plans and save her friend at the same time. She obviously couldn't attack Cirrhon directly or she would hurt Kelly. There had to be another way to beat him.

That is, if she and the others could get past his two new allies. With some sort of alien magician and another Omnitrix on his side, Cirrhon really had a strong team to contend with. And that's assuming he didn't have even more henchman assembled. Jen thought again about her concern of other innocent people being controlled by his freakish chips.

Jen took her mind off the battle to come, and back onto finding Kelly. Kevin may have been right about being able to just wait for them to strike, but Jen didn't like the idea of leaving Kelly in Cirrhon's control much longer. Maybe Werefang could track her scent... No, she was taken by air; it would be impossible to follow her that way. But what about Glowform? Gwen couldn't locate her, but maybe Jen could. She suddenly remembered that she was able to feel Kelly's drawn-back presence before, when that freak first made his presence known.

Jen sat up, pulling the covers off of her. She lifted her arms and began to cycle through the Omnitrix until she came to Glowform. She pressed down on the device and felt her body surge with energy as she changed. Once the process was finished, she began to focus. She concentrated on what Kelly's aura (as Gwen called it; she would probably know more about it all) felt like. Her energy spread outward, feeling for that aura. Then she felt something. It was hard to tell, but it might have been Kelly! It was incredibly faint, though, and she wasn't exactly certain if it was her or where it was at.

Sighing, Jen stopped her search and drew her energy back. She changed back to human and flopped down on her back again. She still wasn't able to find her. Then an idea came to her: she and Gwen could work together to strengthen their powers. Would they be awake, though? She recalled Ben mentioning how they often stayed out late. It was worth a shot.

She grabbed her cell phone from her table and dialed Ben's number. It rang for a while, but he eventually picked up. He sounded drowsy; must've been sleeping after all. Regardless, Jen explained her idea to him and he took a moment to discuss it with Gwen after waking her up, too.

"_Okay, Gwen says that it might work,"_ he told her once he came back. _"When were you thinking of doing this?"_

"Right now," she responded adamantly.

"_Alright then,"_ Ben agreed without argument. _"See you in a bit." _

Once the call was ended, Jen got to work calling up Matt next. He, too, was still tired; but when he heard how serious Jen was, he decided he had to go with her.

Everyone was ready. With any luck, they could end this whole issue with Cirrhon tonight. There was no time to wait. Jen rushed to her closet and got dressed quickly. She took a long look at the Omnitrix as she reached for the doorknob. _I'm counting on you,_ she thought to the device.

She then proceeded to open the door quietly and tiptoe out of her room. She carefully and soundlessly crept through the house, trying not to wake up her family. She had made it to the front door when she heard a faint sound behind her.

"Jen?" a sleepy voice muttered. She turned around and saw Luke standing there, rubbing his eye.

"Luke... It's the middle of the night. You should go back to bed."

"Are you going to stop some bad guys?" he asked her. She didn't reply right away, instead looking at him and remembering how she'd meant to talk to him about that.

"...Yeah. I'm going to stop some bad guys," she answered him. He walked over to her and hugged her legs.

"Be careful, okay?" Jen smiled softly and bent down to hug him back.

"I will. Now go back to sleep." He let go and nodded before heading back to his bedroom. Jen watched him turn the corner, then opened the front door and stepped outside. A quick change into Skywing, and she was off to meet the others.

* * *

"Hey," Matt greeted the rest as he walked into the hideout cave. "Sorry I'm late. Xain had his phone off, so I couldn't get a ride." He glanced around and noticed that Jen wasn't in there. "Where's Jen?"

"Outside, on the top of the cliff," Julie explained. "She said she had to think about something."

Matt stepped back out and looked up to see Jen sitting at the edge with her feet dangling down, just staring up at the stars with a contemplative look on her face.

"Jen!" he shouted up to her. She snapped out of her concentration and turned her head down to him.

"Oh, hey," she responded. "I'll be right down." She quickly shifted into Highjump and dropped from the cliff to the ground, landing with a slight spring.

"What were you thinking about?" Jen changed back and turned her face to the sky again.

"How I can beat Cirrhon without harming Kelly. I just can't think of a way to do it." Matt could understand; he didn't want her to be hurt, either.

"I think I can figure out a way to solve that problem," Ben piped up as he came over to them. "Just leave that to me. Right now, we need to focus on finding them." Gwen stood beside Jen.

"Right," Jen said. She used the Omnitrix once more to change into Glowform again. "Ready?"

"Ready," the other girl replied.

Both of them closed their eyes and let their mana expand. Each girl could feel the other's energy merge with her own. The power increased between the two Anodites. Jen took most of the control in seeking out Kelly's aura. She did the same as she had earlier, and they were able to feel her slightly. Something began to block them, however; somebody must have been able to detect them somehow and was fighting against them. They both put more energy into the search and broke through the barrier. Once they had gotten past it, they could feel Kelly more strongly, as well as the energy of Cirrhon and his minions. Then they could tell their exact location, and let their mana withdraw.

"Found her," Jen stated.

"Then what are we waiting for?" Kevin asked impatiently. "Let's go kick some butt!"

Ship leapt off Julie's shoulder and curled up before morphing into his large spaceship form. He opened his rear hatch to allow everyone onboard. He rose into the air once all the passengers were ready and zoomed off following Gwen's directions.

_I'm coming, Kelly,_ Jen said in her head. _I'll save you from that psycho. Even if I have to give up the Omnitrix to do it.

* * *

_

_A/N: I hope this came out okay. I had a good deal of writer's block while typing up this chapter, and I don't know how well it ended up. Anyway, hope you enjoy it. The story is coming close to its end. Or is it? :o Next chapter soon. (Hopefully)  
_


	40. Encounter

_===Disclaimer: My stuff is my stuff, and their stuff is their stuff. And Ben 10 is not my stuff, therefore it is their stuff. And by 'their', I mean not mine.===_

Chapter 40: Encounter

"Jen... Matt... Help..."

Kelly's consciousness drifted among darkness. She was completely cut off from the world. All she knew was Cirrhon had turned on them, and he was using her body to do it. She felt so helpless; she should have been able to keep this from happening. But now he was going to join with those others to take the Omnitrix away from Jen. And there was nothing she could do to help stop him.

* * *

"And what makes you think I'll help you?" The parallel Ben slammed his hands on a metal table. "I want that Omnitrix destroyed! I don't want there to be _anyone_ with the same power as me!"

"Fine. Don't help out." Cirrhon moved Kelly's arm to grasp the Omnitrix on the boy's wrist, pulling it upward. "But if you won't assist me, I'm afraid I can't allow you to keep this." The other Ben gave him a testing look. "I am more than capable of removing it from you right here and now. And my accomplice here will see to it that you aren't able to stop me." The floating alien moved up behind Cirrhon and raised a thin, glowing arm. "If you're not with me, then you're against me."

"Fine," the parallel Ben finally conceded. "I'll help you get your Omnitrix."

"A wise decision."

"So how long have you been scheming this, anyway?" the boy asked as he yanked his hand back.

"For quite some time, but I never had the right opportunity to enact my plan. I originally intended to simply pry it from the girl's wrist without warning, but certain events resulted in the destruction of the necessary tool." He motioned toward the floating alien as he leaned against a wall. "When I first saw Eyanr come around, I could tell he would be willing to help."

"Gan'nargo Kah paid well," explained Eyanr," but he was quick to give up the hunt after realizing that Zykan'nok's betrayal and subsequent death left him with nobody who could reliably retrieve the Omnitrix. It didn't take long for me to decide on finding a more determined employer. Cirrhon contacted me, and I accepted his offer."

"And now we have you and your own Omnitrix as well." Cirrhon grinned with sinister satisfaction.

"Well, as long as I still get to wipe the floor with that annoying girl, I guess I'm okay with helping. When do we make our move?"

"No need." Eyanr pointed to a screen at the controls of his ship, indicating an approaching vehicle. "It seems they're coming to us."

"Perfect," Cirrhon said in anticipation of his coming victory.

* * *

"Okay, this is it," Gwen said when they had come to a stop next to a large spacecraft floating in the sky. Jen got up to the front and gazed out the window at it. That's where Kelly was being held.

"Let's go in."

"Wait, it's landing," Matt pointed out. Indeed, the ship was lowering to the ground slowly.

"Go down too, Ship," Ben commanded. Ship didn't budge.

"Ben, don't be so mean about it," Julie reprimanded him. Ben blinked, not understanding what he did wrong.

"Yeah, Ben," Kevin nudged the younger boy, "be nice to the little guy." Ben just sighed.

"Come on, Ship," Julie spoke in a calm voice. Ship vocalized his delight and landed quickly as she had asked. "Good boy. Thank you."

The rear hatch opened and Jen was the first one out, staring up at the other ship still coming down. The rest followed after her (though Julie stayed onboard Ship for the moment) and waited as well. Finally, the large vessel touched down and a door opened. Jen started to step toward it before Ben stopped her.

"Hold on. This is probably a trap." Jen wanted to protest, but she knew they would have to play it safe. She then noticed someone was coming out: the floating alien and the Ben from the other world.

"Jen," the alternate Ben said coldly.

"P-Ben," she responded in a similar tone, causing the boy to growl quietly in displeasure. "Where's Cirrhon?"

"We will be the ones to deal with you," Eyanr replied. "Cirrhon does not need to involve himself in this."

"Good," Kevin stated as he ran forward, both hands in the shape of mallets. "Five against two works just fine for me." He lunged at the bulbous being, but he was stopped in his tracks by an unseen force and flung back to where he came. "Ungh! What's the deal?"

"Magic, put simply," the opponent answered him.

"Ha. No such thing," Kevin scoffed as he rose to his feet again.

"Kevin, let's not start this again," Gwen sighed. She took her turn to attack the alien, sending balls of energy whirring through the air. Upon reaching Eyanr, the balls swirled around him and were forcibly shot back. Gwen formed a wall and blocked them, the shield shattering as the last one struck.

Jen made a quick change into Highjump and hopped towards the magician as fast as possible. She jumped at his stomach, foot extended, but was hit in the side by a powerful blow. She tumbled across the ground a few yards before coming to a stop. P-Ben had rammed into her, his form being that of a hulking alien with armored skin.

"_You_ are going to fight _me_," he informed her, switching into a green creature with a head resembling a flame. He proceeded to shoot off a series of fireballs from his hands. Jen struggled frantically to reach her back, but it was too difficult with her single tiny arm.

"Why does this thing have to be so awkward?!" She gave up for the time being and jumped out of the way. The fireballs kept coming, though, following her movement – P-Ben's assault would not let up. Matt blew a gust up from underneath the parallel Tennyson, throwing off his aim as he began to stumble. Ben ran from the group over to Jen while he had an opening.

"Here," he offered, kneeling down beside her tiny form, "let me get that for you." He placed his hand on the Omnitrix icon and twisted it. A green flash surrounded Jen as she shifted into Burstfire. Ben scrambled back to avoid getting scorched.

"Thanks. Well, as cheesy as it is to say, looks it's time to fight fire with fire." Two fireballs ignited in her palms.

"I didn't think it was cheesy," Ben shrugged.

Jen fired a stream of flame at P-Ben, who was still distracted by Matt's attack. It looked like a sure hit, but it was stopped at the last second by a wall of water.

"What the...?" When the steam cleared, she could see Eyanr manipulating the water, swirling it around his body.

"Water is quite abundant on this planet," he commented. "And it's everywhere, too. Very convenient." The water dropped onto the ground, seeping back into the soil. Then Eyanr fell as well. Jen glanced back up to see Kevin, spiked hand morphing back to normal, standing over the alien.

"Bad guys. They always like to stop and brag." But Kevin's moment of victory was short-lived: P-Ben, having now turned into a red, four-armed, muscular alien, knocked him away.

A white light heralded his transformation into the speedy lizard from last time. He zoomed towards Jen, easily dodging Gwen's energy bolts as he moved.

"Watch out!" Ben shouted. Jen concentrated, raising her body temperature and building up a shield of fire around herself. The other Ben's sharp claws managed to hit through it anyway, though Jen's rocky body absorbed most of the blow.

"Is that all you got? Poor P-Ben, can't even...-" She stopped her teasing when she turned to see Ben held in his counterpart's grasp, the razor-sharp claws positioned at the boy's neck.

"Ben!!" Gwen gasped. Matt, who was running to assist Jen, now froze in his tracks.

"Give up your Omnitrix, Jen. Or Ben here is toast." Ben was struggling to break free, but couldn't try too hard for fear of getting seriously injured... or worse. Jen glared angrily at the creep, hating him for his dirty tactic. "You don't have much choice. Just do it and he'll be fine." Jen still refused to submit to his demands. "Or do you want to watch me finish him off? Just like I did to your little copy."

Being reminded of that hit a nerve with Jen. She swiftly changed into Glooby and flew over to the two Bens. She split her body apart and coated both of P-Ben's hands in slime, preventing them from harming Ben. She dripped a part of herself onto his feet, which caused him to begin slipping.

"Whoa... whoa!" He couldn't stand much longer and instinctively let go of his captive as he fell over. Ben got a fair distance away once he was free and caught his breath after the ordeal. Gwen ran over to make sure he was alright. Julie, too, ran out from Ship and over to her boyfriend. Matt and Kevin proceeded to join up with Jen, who was reforming herself next to their collapsed enemy. Kevin grabbed P-Ben by the arms and pulled him up to his face.

"You're goin' down, pal." He pulled back an arm and punched him in his blue face. Jen changed back to human for the moment and turned to Matt.

"That was close," he said to her. Jen just nodded in agreement. She then looked around. She had a strange feeling, but she wasn't sure just what it was. She moved her right hand to her left wrist, preparing to activate the watch again at a moment's notice. Kevin finished his pounding session and dropped P-Ben, the unconscious boy automatically reverting to normal.

"So now what?" Ben asked when he came back over.

"We should probably get that Omnitrix off him before he gets up," Matt stated.

"You bring that switching machine?" Jen asked Kevin. He looked confused at first, then turned his head away sheepishly. "You didn't, did you?"

"Well... let's suppose someone tried to take it apart for some unspecific reason. And let's assume they kinda... accidentally... broke a piece... With their stone arm because they didn't have their ID mask on at the time..." The others just stared at him in irritated silence.

"Wow, Kevin," Gwen said with a groan. "Just... wow."

"Like it's my fault!" the older boy countered. "It was a cheap duplicate. Like anyone would just sell the original."

"Great," Ben sighed. "Now how do we keep him from using it again?"

"Well, I should be getting one of those energy disrupter rods soon," Kevin said, trying to redeem himself.

"I doubt he'll stay out for as long as 'soon'," Matt pointed out.

"We can deal with it later," Jen insisted. "Right now, we need to rescue Kelly from that psycho." She changed into Coldspike and started to run for the ship where Cirrhon hid. The rest didn't follow right away, discussing who should stay behind to watch the other two. Jen kept rushing for the door into the ship anyway. She promised that she would save Kelly, and that's exactly what she would do. She still wasn't sure how yet, but Cirrhon was not going to be allowed to control her anymore.

Suddenly, Jen was tackled by something big. She tumbled with the thing for a bit until she managed to throw it off her. After standing up, she looked for just what exactly had hit her. She was shocked at what she saw.

"Jen, are you okay?" Matt called out as the rest ran over to her. As they all got closer, he started to make out something in the dark. He could see sharp-clawed hands and large spikes on a pitch-black alien. "No way."

Darkna had come back. Only it was no longer under Jen's control.

* * *

_A/N: Still working out some writing issues, so please forgive any big problems here. Or better yet, point them out to me so I can fix them. Also, feel free to review or ask questions (works best in PM), of course. I'll have the next chapter as soon as I can._


	41. Darkna

_Sorry this took so long. Writer's block is truly evil. Hopefully, I can get over it enough to make a good next chapter._

_===Disclaimer: If it doesn't have my name on it, then it's not mine. Seriously, my characters all have my name written on them somewhere. o.o But every time I try to put it on the Ben 10 characters, it just melts off...===_

Chapter 41: Darkna

Jen continued to stare in disbelief at Darkna. She didn't expect to see it again, let alone see it helping Cirrhon. Before she had time to ready herself, the spiked alien ran at her. Jen quickly twirled on one leg to the side, letting Darkna move past her. As it did, though, its tail lashed out and knocked her over again. Jen held her hands out to support her as she fell, but the spiked tips just got stuck tight in the ground.

"What is that thing?" Ben asked as he and the others kept moving up to Jen.

"I recognize it!" Gwen exclaimed. "That's the alien I saw during that invasion. It attacked one of those armored guys."

"That was probably Jen then," Matt informed them. "She called that form Darkna, and it seems to only be able to move when there's little to no light. She got suddenly caught in some light in that form once; she started to freak out and then Darkna somehow broke out of the Omnitrix." Ben looked back at the creature, reliving a past experience in his head.

"Looks like it could be a real problem," he said.

"It can't be that tough. I bet I could take it all by myself," Kevin bragged with confidence. "All it needs a good smacking and it'll go down just like anything else." He formed his stone arm into a large fist and advanced on the black alien. He let out a shout as he jumped at it and swung his arm. Darkna turned its head to him and then disappeared. "What the-?!" Kevin stopped and glanced around. Out of nowhere, he was smacked through the air, landing a few feet away.

"Kevin!" Gwen called out. Her hands lit up and she began to throw energy balls at the spot Kevin had been standing before. All of the shots hit the ground, though.

"Julie, you should get back to Ship," Ben suggested. Julie nodded and turned to head back, but stopped with a scream that caused the others to turn around immediately. Darkna was standing right behind them, its red eyes glowing fiercely.

It quickly swung its clawed hand at the girl, but Gwen was able to form a wall in time to shield her. Ben pulled Julie back from the wall of energy to keep her away in case it broke. Instead, Darkna jumped up above the wall, where Matt proceeded to hit it with a strong gust and push it back from the group. As it recovered, it was then blasted by numerous lasers. Ship flew down after his barrage and opened the back hatch.

"Good boy, Ship," Ben praised him hurriedly. He then let Julie get onboard to safety. Once Ship had taken off again, it was back to the fight. Darkna had vanished again, so everyone put their backs together and kept an eye out for it.

"Gwen, can you trace its location?" Matt asked. Gwen concentrated for a moment.

"I can't sense it at all," she told him.

"Stay sharp, guys," Ben cautioned.

Meanwhile, Kevin was rubbing the back of his head. He stood up and glanced around for the dark alien, but could see no sign of it. He then noticed Jen, hunched over with her hands still buried in the earth.

"I don't think that thing's hiding underground," he said to her.

"This isn't funny!" Jen pulled hard to get get her arms free, but they would not budge. "Help me get out!"

"Okay, but you look pretty breakable right now."

"Just twist the Omnitrix for me. Um... try 4 turns to the left."

"Okay then." He walked over and crouched down, reaching for the green symbol on Jen's chest. He grabbed hold of the edges and rotated it quickly four times as she instructed. A green flash changed her into StoneArm.

"Look out!" she shouted. Suddenly, two large stone pillars rose from the ground behind her and Kevin, and from the other side came the sound of loud scraping. Jen pulled her arms free, chunks of dirt falling off them, and swung in the direction of the noise. One of the pillars shattered, but no one was behind it. "Darn! It got away again."

"Come out and fight, you big wuss!!" Kevin challenged. Another sound caught his attention in the other direction. He and Jen turned to see Gwen fending off Darkna while Matt tried to move into position to attack.

"This thing's just all over the place," Ben commented. "We have to figure out a way to stop it from moving long enough for Jen to absorb it back into the Omnitrix." At this, Gwen changed her shield into a rope and wrapped it around Darkna. The creature growled deeply, then tore the strand of energy with its sharp claws. It then faded into the shadows again.

"This is ridiculous," Matt groaned.

"It's coming back." Jen had a hand buried in the ground again, feeling the vibrations that traveled through it.

"Which way?" Kevin prepared to strike with his spiked club of a hand. Jen stayed silent for a moment, feeling Darkna's erratic movement pattern.

"Front right!" Kevin swung in that direction and managed to hit something unseen. Darkna became visible as it skidded back. Jen jammed her other arm back under the surface and surrounded Darkna with walls of stone, sealing them at the top.

"All right, Jen!" Matt cheered. Everybody got together again and stood next to the large cage.

"So, do we just leave it in there?" Ben asked. "I mean, it _should_ be put back into the Omnitrix, shouldn't it?"

"Put back?" Jen questioned as she changed back to human. As Ben explained the watch's capture mode to Jen, Kevin heard a dull scraping sound from inside the stone prison.

"You sure this thing is gonna be able to hold it?"

"Sure," Jen assured him. "I don't think Darkna's claws are strong enough to break through stone." As she finished her sentence, Darkna's claws broke through the stone. "Never mind, then..."

Gwen sealed the opening with a wall, but Darkna easily shattered it. The creature then made a hole large enough for it to crawl out of; Matt blew it back in when it tried to get out, though.

"Jen. Now!" She got right on it, selecting Burstfire and pressing down on the watch face. Intsead, though, she was changed into Werefang. Not stopping to complain, she crawled into the opening Darkna had made. She looked around, but it was still too dark to see anything; even with her enhanced eyesight.

"Where are you hiding now?" She tried to sniff it out, but she wasn't sure of its scent. So instead, she twisted the Omnitrix and switched into Burstfire. Her burning body lit up the area, illuminating Darkna hunched over on the other side. "Too much light for ya? Then how about you just come back into the watch?" Jen triggered the capture mode, the hourglass-shaped icon turning yellow. She then advanced toward the cowering alien. "Looks like this'll be easier than I thought." Just as Jen got within a foot of the black beast, Darkna turned and let loose an enormous roar. Jen braced herself as the force of the sound started to physically shake her. The flames on her head were extinguished and the room went dark again.

"Jen?!" Matt shouted through the opening.

"Block the exit!" she yelled back. Almost immediately, a pink wall covered the hole. Jen reignited her fire to see Darkna now at the other wall, having just stopped trying to tear open another escape route. "Okay, let's not try to just walk up to it again," she said to herself. She stood still, keeping an eye on the creature and thinking of a way to get close enough to it. An idea came to her after a while, but she wasn't entirely sure if it would work. "Only one way to find out."

Jen quickly changed into Zip Zap. The light she emitted now was brighter than Burstfire's, but also less constant; light flickered on the surfaces of the enclosure in random patterns. Jen then jumped forward and became a bolt of electricity. She began to bounce off the walls, moving all over to pick up speed. She zoomed past Darkna once, just missing her target. The alien tried to follow her movements, but the flashes of light kept frightening it.

Jen ricocheted off the ceiling once more, then another part of the wall, before finally being set on a direct course for Darkna. She shifted back into physical form and changed into Whirlpool, then swiftly activated the capture mode again. She then slammed into Darkna, instantly wrapping her tentacles around it to hold it still. Jen could feel the creature's spikes digging into her in spots, but she endured the pain long enough for the Omnitrix to project the yellow capture beam. Darkna squirmed in Jen's grip, trying hard to break loose. But soon it was absorbed into the Omnitrix in a bright flash.

Jen returned back to human form and knocked on Gwen's energy wall. It was let down and Jen crawled out of the stone cage.

"Did you get it?" Ben asked.

"Yeah, I got it," she answered, grabbing her side and wincing.

"Are you okay?" Matt looked her over with concern.

"Just hit Darkna's spikes. I'll be fine." She turned her attention back to the ship that acted as Cirrhon's haven. "Now let's get back to saving Kelly."

"I'll stay out here to keep an eye on those other two," Gwen said. She started to walk back over to the unconscious duo, but halted upon spotting Kelly standing next to them. "Uh, guys?" The rest turned to see the same thing.

"Cirrhon," Jen uttered with contempt. She started to make a selection on the Omnitrix. Matt, Gwen, and Kevin also prepared to fight. Ben looked at each of them.

"What am I supposed to do?"

"Throw rocks at him," Kevin suggested. "Maybe you'll put his eye out."

While everyone got ready for battle, Cirrhon simply looked down at his henchmen. He reached behind his back and pulled out an object. It extended, revealing it to be another energy rod.

"Hey!" Kevin exclaimed. "He said he couldn't make another one of those!"

"You're surprised that he lied about it?" Matt questioned with a raised eyebrow.

"P-Ben!" Jen (as Glowform) stated. "He's going to take his Omnitrix!" The others realized she was right and sprung into action.

As they hurried to stop him, though, Cirrhon jammed the end of the rod onto the silver watch. Energy sparked from the parallel Omnitrix as it was forcibly removed from the boy's arm. Cirrhon ripped it free of the rod and held it up triumphantly.

"One is nice," he said to himself, though loud enough for everyone to hear, "but two will be even better." He then placed his stolen Omnitrix onto Kelly's left wrist, the strap snapping tightly into one single piece. "Now let's just see who gets to keep theirs."


	42. Showdown

_===Disclaimer: The Ben 10 series is in no way mine. But my own characters are. So no taking them.===_

Chapter 42: Showdown

"That little pet of mine didn't last too long. But then again, I wasn't really expecting it to." Cirrhon looked over at the others again. "What's the matter, Jen?" He stood with his newly acquired Omnitrix held up for all to see. "Aren't you going to try and stop me?" Jen stayed in her place, glaring angrily at her enemy. "Oh, I get it. You don't want to harm your friend. What a nice person you are."

"Be quiet!!" she shouted at him. As condescending as he may have put it, it was the truth – Jen still didn't have a solution to the problem of stopping Cirrhon without hurting Kelly. There had to be some way to get that chip of his out of her head. But how? _Maybe I can short it out,_ she thought. She turned the Omnitrix to change into Zip Zap and started to run toward Cirrhon.

"Jen, wait!" Matt called out. "Are you sure you know what you're doing?"

"Not really!" she replied before saying quietly to herself, "But it's the only thing I can come up with."

"So she doesn't mind, huh? Well then, this should be exciting." Cirrhon placed Kelly's right hand on the silver Omnitrix. "Now how does this work? ...Ah, there we go." The watch displayed a white hologram of a bulky, stone alien. "A good choice." He made his selection and Kelly's body changed into the creature.

Jen stopped for a moment upon Cirrhon's transformation. He was the same alien as StoneArm, and Jen knew he was well aware of what it could do. She wouldn't stand a chance against him in her current form. But before she could switch, a large rock burst from the ground beneath her and knocked her into the air.

"It feels good to finally have the power of an Omnitrix," Cirrhon said in a satisfied tone.

"Hope this feels good, too!" Cirrhon cried out as his leg was struck hard. "And here, have another," Kevin said as he slammed his mallet-shaped hand into the rocky appendage again. When Cirrhon kneeled down from the blow, Ben came up from behind and jumped onto his back.

"Urgh... Get off me!" Cirrhon mentally commanded the Omnitrix to change his form, and it responded by turning him into a being made of water; it looked somewhat similar to Glooby, only less definitive in shape. Ben fell right through the liquid alien and onto the ground.

"Aw, come on!" Kevin complained. "I can't hit you when you're like that."

"That's the point," Cirrhon stated. He then moved to completely encase Kevin's head in a sphere of water. Kevin tried to hold his breath, but having been unprepared, he wasn't doing well. Suddenly, a thin purple layer coated his head as well. The layer separated him from the water, and it began to expand and push Cirrhon away. It finally burst apart and Kevin inhaled deeply. He turned to see Gwen's hands still glowing with energy.

"Thanks," he said as he kept trying to catch his breath. "That dude is gonna pay."

"And how do you plan to make me pay? You still can't touch me," Cirrhon taunted while he floated in circles above Kevin's head. He was then lit up as bolt of lightning struck him and coursed through his form. He quickly made a change into a ghostly alien and the electricity dissipated and he vanished.

"So you want to play hide and seek now, huh?" Jen made a change herself, into Darkna. She stood still for a moment, and Matt watched to make sure she was okay as well. She moved her fingers a bit and swung her tail around. After a brief sigh of relief that the form was working properly, she made herself vanish into the night.

"Okay, everyone keep your guard up," Matt reminded the others. He began to build up a wind around him.

"He could be anywhere," Ben added, eyes darting around for any sign of the enemy. Behind him, Gwen started to focus. Her eyes began to glow as she searched for Kelly or Cirrhon's energy.

"Left!" she exclaimed. Ben turned to his left and prepared to defend himself. "_My_ left!" Gwen specified. She and Matt both turned and attacked in that direction. Gwen's first shot hit nothing, and Matt's wind burst seemingly didn't have any affect either. But Gwen's second shot, in the same place, managed to hit something unseen. Cirrhon faded back into view as he reeled from the blast.

"Nice job, guys!" Ben cheered.

"A lucky hit," Cirrhon grumbled. He now transformed into a Glowform alien and fired a few purple bolts back at Gwen. She put up a wall, but he grabbed onto it with a strand of mana and tore it in half. Gwen cried out as the shattering of her shield drained some of her energy. As Cirrhon prepared another assault, Jen appeared from the shadows behind him.

"Hope you didn't forget about me!" _I'm sorry, Kelly._ Jen powerfully smacked the glowing alien form, knocking Cirrhon a good distance away. Before he had a chance to recover, a large metal fist came flying toward him. The impact blurred his vision for a moment.

"That's for before," Kevin said with satisfaction.

"Change him back!" Ben shouted. Matt was nearby Cirrhon also, and he quickly moved to reach for the silver Omnitrix symbol. He tapped on it once while Cirrhon was still dazed, forcing the villain to return back to Kelly's regular human self.

"Okay," Matt said to Kevin, "you hold him down. I'll see if I can find that energy rod on him." Kevin grabbed Kelly's arms and pinned her legs down with his own. Matt patted her pants pockets, feeling for the rod.

"You really think you can pin me so easily?"

"Seems to be working so far," Kevin smirked. Suddenly, white light enveloped Kelly's body, and it began to grow.

"It's the master control!" Gwen cautioned. "He doesn't need to touch his Omnitrix. Get out of there!" Kevin and Matt jumped up and got back as Cirrhon continued the transformation.

"Way Big again?" Ben shook his head. "Can't he come up with something more original?" He then glanced over at the ship Cirrhon had been using as a hideout. "Hey, I'm gonna go check in there. See if there's anything I can find that will help us." Gwen acknowledged his idea and he ran off.

"This was so much much more fun when there was just one watch," Jen groaned as she looked up at the towering creature Cirrhon had become. Due to Kelly's smaller frame compared to P-Ben, Cirrhon wasn't quite as tall as the other giant alien; but he was still large enough to pose a serious threat. She barely had time to think of a plan, though – Cirrhon immediately began to attack. Jen quickly switched into Burstfire and pushed herself aside with a jet of flame. She then changed into Skywing and began to fly up to Cirrhon's level. He would swing at her whenever he could, but Jen was able to move out of the way in time. Once she got up to his face, she started to circle his head.

"Just give up already," he said to her. "You can't defeat me. I know how to use the powers of the Omnitrix better than you do." He swung his hand around his head, causing Jen to fly up and out of his reach. She then swooped back down and whipped his cheek with her tail. "Ah!" He quickly lashed out again, striking Jen and sending her rocketing toward the ground. She turned in the air so she was falling face-first, then opened her wings and recovered before crashing.

"Gwen, can you get me up there?" Matt asked. She looked at him, then up at Cirrhon.

"How high do you need?"

"About chest level would be fine." Gwen nodded, then created a platform under Matt's feet. She started to lift it into the air, higher and higher until stopping it at its destination. Jen had flown back up and was pestering Cirrhon again. While his attention was focused on her, Matt began to build up more wind. He felt it swirl around him and tried to focus it into one big mass. He then proceeded to wait for the right moment.

Meanwhile, Jen was having a harder time dodging Cirrhon's attacks. Her wings were getting tired and she needed to land or switch forms. Cirrhon's hand was coming again; now was the time to change. She turned the Omnitrix and shifted into Darkna. The attack landed, but Cirrhon quickly recoiled as Jen's spikes dug into his hand. Jen changed again into StoneArm as she fell down to earth again. She slammed down hard, but unharmed.

"He's tough to beat," she commented to Gwen as she turned back to human. She glanced around and noticed some people were missing. "Where are Matt and Ben?"

"Ben went to look for stuff in the ship. And Matt's up there." Gwen motioned upward with her head, to where she was still holding the boy up in the air. As Jen looked up, Matt released his collected wind in a powerful gale. It struck Cirrhon off guard and he began to sway to and fro.

"Oh, I get it," Kevin remarked. He morphed his hand into a spiked club and ran off toward Cirrhon's enormous feet. He then pounded down on one with as much force as he could. The leg was lifted out of reflex, but this imbalance allowed the wind to have more of an effect. Cirrhon teetered backwards until he began to fall over. However before he could, he turned into a Cannonbolt alien and rolled into a well-armored ball. "Dang! I thought we had him that time."

* * *

"I guess coming in here doesn't really make much sense if I don't know where to look for anything." Ben walked along a large corridor within the ship. It was much larger on the inside than he had thought, and now he could barely remember where he had and hadn't been already. "How hard is it to put up a "You Are Here" map or something?" He stopped at the end of the hallway when he came to yet another door. "Well, let's check in here."

Stepping into the room, Ben saw a big metal table in the center. Beyond that, there was a large screen with numerous buttons and switches underneath it. "This must be the control room, or whatever." He looked around the place, but didn't see much else. As he turned to leave, though, he heard a voice speaking quietly. Curious, he walked around a bit before coming to the screen. Among the controls, there was a smaller screen with the word 'Transmitting' in red at the top, with smaller words scrolling across the lower half. The voice, which sounded like Kelly's to some degree, was coming from it and speaking what was written on the screen. Ben stood for a moment to listen.

"_...located another Omnitrix. Chip 011 has been set to transmit the precise location of this as well for further study, but priority has now shifted. It would seem that the portion of power built into this chip by the originator is weakening steadily. Cause is currently unknown, but acquiring one of the omni-matrices is now necessary in order to maintain power levels."_

"'Weakening?' This just might help." Ben stayed to listen further to the message.

* * *

Once Cirrhon made a safe landing, he rolled in the direction of Jen and the others. Gwen brought Matt back to the ground and then prepared to block Cirrhon. He drew closer and closer, until she finally put up a large wall in front of him. But Cirrhon easily bashed his way through the obstruction. Jen quickly changed into Glooby and zoomed over to the large yellow ball of an alien. She splattered her body onto Cirrhon's shell, spreading slippery goo all over. Cirrhon started to slip and slide across the ground before popping open and shifting into the brain-crab alien Ben had used. He unleashed lightning bolts from his head and shocked the puddles Jen was left in.

"I do hope that you appreciated that sensation!" Cirrhon laughed. "I am, of course, speaking with much sardonic irony." Before he could continue gloating, Kevin came up from behind and punched him in the back.

"Save your smart talk 'til you've won."

Cirrhon turned into another of the red-skinned aliens with four arms, but he wore more armor on his body and had long blonde hair – quite like Kelly's regular hair. "You're all annoying, getting in my way like this."

"Yeah? Well you look silly in a girl's body." Kevin received a swift punch in the jaw for that, and would have gotten another if not for Gwen holding back Cirrhon's arms with strands of mana.

"He does have a point, there," Matt commented from nearby. "You may act tough, but Kelly's appearance isn't exactly very intimidating. Even as an alien, you look kind of goofy."

"Shut up!" Cirrhon snapped. "All of you! I use this vessel because she is weak-minded and easy to manipulate. She can struggle for control all she wants, but she can't win. And neither can you as long as I control this Omnitrix." He grabbed onto Gwen's ropes and pulled on them hard. Gwen was lifted off the ground and thrown forward through the air. Kevin back-pedaled quickly and caught Gwen as she fell back down. Cirrhon then turned to Matt. Matt launched a gust at him, but Cirrhon simply clapped his four hands together and created a massive shockwave that disrupted Matt's wind and knocked the boy back.

"How can we fight him?" Matt asked in frustration. "He can turn into anything to counter us."

"Yeah," Kevin said, "and unlike those other two, this guy actually knows how to use that master control of his well."

"So you finally realize you should just give up, huh? Now stay out of my way and let me get back to Jen." As the tall red alien turned around, he was greeted by an open maw full of razor-sharp teeth. He raised his arms in time to catch Jen, who now swung her tentacles wildly at him. "Ha! Is that the best you've got?" Jen hit her Omnitrix symbol with a tentacle and changed into Burstfire. Cirrhon threw her back before burning himself too much, and Jen lit up some fireballs to attack. "You'd really attack? You'd really burn your friend?" Jen hesitated for a moment.

"It looks like she's got some pretty tough skin at the moment. I think she'll be fine." A white flash enshrouded Cirrhon. Once it was gone, he stood in Kelly's normal human form.

"And what about now?" Jen extinguished and lowered her hands. "You can't defeat me without harming your friend. Every time to attack me, you're just attacking her. And there's nothing you can do to stop me from using her as my own personal shelter."

Something caught Jen's eye as he said this: Kelly's face, usually twisted into a sinister smirk under Cirrhon's influence, looked sad and scared for a brief moment. It was less than a second, but Jen could see the hope in her eyes – the hope that someone would set her free. But how could Jen do it? What Cirrhon was saying was something Jen had been thinking all along since this whole mess started.

_Hang in there, Kelly. I know you're strong enough to get through this. I believe in you._ Then a thought came to her.

"All right, Cirrhon. You win," Jen conceded, reverting back to human and holding her left arm outward. "You can have the Omnitrix."


	43. Control

_A/N: Sorry this took so long and is kind of short. I once again had a hard time getting ideas written out to be long enough and ended up having to settle with this. I hope it's still alright, though._

_===Disclaimer: Own the Ben 10 series, I do not. Claim to own it, I also don't. Own the little green man who talks like this, neither do I.===_

Chapter 43: Control

"What?" Matt shouted. "Jen, that's not a wise decision." Jen ignored him and continued to hold her arm out to Cirrhon.

"He's right, Tenning," Kevin agreed. "You can't trust a snake like him."

"Listen to Kevin," Gwen said, "he knows plenty about how people like that work." Kevin shot her a look, which she returned.

"Will you let Kelly go if I give you the Omnitrix?" Jen queried. "You can call your own body to come get it or whatever, then you can get out of Kelly for good. Deal?" She watched for his reaction and response.

"A good suggestion...," he spoke up after a moment. He then lunged forward and grabbed Jen's arm tight. "But how about I do that _and _keep the other one along with this body?" Jen struggled to pull herself free.

"That's not – ungh – the deal!" She reached her other hand toward the watch, but Cirrhon knocked it aside and held it in place as well. A slight force pressed against the front of both of them, then started to become stronger. The pocket of wind then burst, projecting Jen and Cirrhon away from each other. Matt ran up to Jen's side.

"What were you thinking?" he chided her.

"I was thinking I could save Kelly," she replied harshly. He turned to face her, and saw the desperate look she wore. He could see that Jen didn't know what else to do; this was the only plan of action she had left.

"Jen. I want Kelly to be back, too," he said calmly. "But you can't just give him something like the Omnitrix. If Cirrhon were to get ahold of both of them, who knows what he might do?"

"Well then, what can I do?" Jen shouted, then broke down and started sobbing quietly. "He's too strong. And even if he weren't, he'll just use Kelly to keep us from attacking him. We can't beat him."

"But we can't bargain with him, either," Matt reasoned. "If only there were some way to shut that chip off; to let Kelly take back control, if only for a short while." Jen remembered Kelly's face changing – she knew it could be done, but she just didn't know how. "We have to stop Cirrhon first," Matt concluded. "It will be hard, but it needs to be done. Then we can see about freeing Kelly from him."

"I won't fight," Jen stated.

"Jen."

"No!" She raised her left arm to her chest and held it with her right hand. "I won't risk hurting Kelly again." Matt looked at her with a sad face.

"Jen..."

"If you two are finished," Cirrhon interrupted, "I believe I was offered an Omnitrix." He held Kelly's hand out in a demanding way.

"Forget about it, pal," Kevin said as he charged in, arms formed into mallets.

"Kevin, wait!" Gwen called to him.

"No way! This guy has been begging for his butt to get kicked, and now's the perfect time." Kevin jumped forward, but Cirrhon backed away just as he swung. "Sit still for a minute, would ya?" Cirrhon transformed into an alien similar to Azmuth ran into a patch of tall grass. "Hide and seek? What are you, ten years old now?" Kevin ran to the patch, slamming his fists into the grass as he moved around it. "Where are you, you little shrimp?"

"Jen," Matt started again, "I don't want to hurt Kelly any more than you do. But it's the only way to help her right now." Jen didn't respond; she just sat down with her head buried in her hands. Matt waited for her to speak. When he was certain she wouldn't, he put his hand on her shoulder and told her, "I'm going to assist Kevin. I'll try not to injure her." He then walked away toward the taller grass. Jen remained where she was.

* * *

Ben still stood in front of the screen, listening to what was being said. It seemed to be just looping the same message over and over.

"I guess this a recording Cirrhon made to send to... well, _himself_," Ben figured. "Maybe Kevin can track where it's being sent to. Then we could stop Cirrhon at the source!" As Ben turned to head back out of the ship, a new part of the message caught his ear.

"_One Omnitrix has been acquired already, but power appears to have weakened further. The host has broken through control once more. Mind was suppressed again, but current reduction in power is becoming unmanageable. Chip 011 may require emergency recovery and repair if power level cannot be stabilized._"

"He's getting even weaker?" Ben took a moment to think on things. "He's losing control of Kelly!" He then ran out of the room.

* * *

"Ungh!" Kevin was sent flying back. Cirrhon had shifted into an alien with huge arms and socked him in the chin with a surprise attack. Matt then tried to blow Cirrhon away, but the massive arms made him too heavy to budge with the weak gust. Cirrhon then turned into a Jetray alien and zoomed toward Matt. He first knocked Matt over, then flew by again and fired laser beams at him. Matt rolled out of the way of the blasts just in time to avoid getting hit. Cirrhon made another change into a horned beast. He bent down onto all fours and prepared to charge at Matt, when he was suddenly surrounded by a yellow glow and immobilized.

"Who did that?" Matt asked, surprised. He looked around Cirrhon to see Eyanr holding his glowing arms outward. He pulled Cirrhon back up into a standing position. The Ben from the other world then walked over to Cirrhon and glared angrily at him.

"You stole my Omnitrix?" Cirrhon returned the angry look. "**You stole my Omnitrix?**" P-Ben slammed his hand onto the silver symbol on Kelly's chest reverting her body back to normal. He then reach around to her back and grabbed the rod that was attached there. Turning the device on, he positioned it in over the watch. "You are so going to pay for that once I have it back!"

Before he could act, the Omnitrix flashed and Cirrhon changed once again into an Anodite form. He absorbed Eyanr's energy, causing the bulbous alien to stumble forward. Then he grabbed hold of the energy rod and pushed P-Ben away with a forcefield. Extending a strand of energy, he grabbed Eyanr and swung him around and into P-Ben. The two fell over again. Cirrhon changed back to human once more and pulled another device from Kelly's back pocket. He pressed a button and it unfolded into a device resembling a sort of flashlight. He then aimed it at his former henchmen and fired. A portal formed in the air and instantly drew them both into it. The portal quickly closed again, leaving no trace of the two.

"A Null Void projector?" Kevin exclaimed. "Dude, get that thing away from him!" Matt started to run at Cirrhon, but he aimed the device up at him instead. Matt stopped where he was and watched for the enemy's move.

"Stay back!" Cirrhon ordered. "This only has a limited use and I'd really rather not use it up unnecessarily."

"Do your worst," Matt taunted him before moving in again.

"Okay then." Cirrhon quickly repositioned it to aim at where Jen still sat. Matt froze once more. Jen looked up at the device pointed at her – and she also noticed Kelly's face becoming sad again.

"You wouldn't do it. You still want that Omnitrix, don't you?"

"Oh, I'll still get it," Cirrhon answered. "She won't lay a hand on me. I can just walk up and take it." Jen stood up and began walking.

"Jen...," Gwen said when she spotted her moving toward Cirrhon. Kevin watched her walk past him as well. She then stepped up from behind Matt and looked their foe in the eyes. Cirrhon stared back. As Jen kept looking, she could see Kelly's eyes changing constantly; one moment they would be dull and lifeless, then they would suddenly light up again.

"Here," Jen said quietly after some time just staring. She held out her left arm, once again offering the Omnitrix to the villain.

"Jen," Matt whispered in a warning tone. She ignored him like before.

"Are you really giving it to me this time," Cirrhon checked, "or are you just--"

"I'm giving it to _Kelly_. I trust her with it." Cirrhon stopped talking and looked at Jen with suspicion. Then he laughed.

"How sweet. You actually think she can hear you." Jen didn't say anything – she just stood with her arm out. "Fine then. I'm sure 'Kelly' will take good care of it. Her body, at least." He put the Null Void projector away and moved the energy disruptor rod over to Jen's Omnitrix. He pressed the end down on it and it sparked with green energy as it began to pull it off her wrist. Jen winced as the energy jolted throughout her arm, but she didn't make a sound.

"No!" Matt screamed as he grabbed onto the rod and tried to pry it from the watch. Kevin ran in and grasped the rod as well, tugging as hard as he could. Gwen also launched out her energy to assist.

"Wait!" She stopped and turned to see Ben returning. "Let Jen give it him."

"Ben! Are you nuts?" Gwen couldn't believe what he was saying.

"You really want this guy to have the Omnitrix?" Kevin shouted back at Ben. Ben responded with a calm nod. Matt shook his head and Kevin growled, but they both listened and let go of the rod.

"Glad to see at least two of you have some sense," Cirrhon chuckled. With one final pull, the Omnitrix was pealed from Jen's wrist. Cirrhon held the end of the rod holding the watch in front of him. "Thank you for your cooperation." He then reached out to pluck his prize from the rod. As he placed his hand on it, though, he found he couldn't move it any further. He strained himself to move the arm, but it only shook a little. Jen watched, and the corner of her mouth turned up in a slight smile as she knew what was going on.

"Come on, Kelly," she said. "You can fight him." Cirrhon glanced up at Jen with a worried look that was soon replaced by a serious one. But this serious face possessed the bright eyes of Kelly as she pushed through Cirrhon's control. The Omnitrix was removed from the rod and tossed away. The end of the rod, still sparking with energy, was then positioned over the silver Omnitrix on Kelly's left wrist.

"No!" Cirrhon shouted as he could only watch his plan come apart. The rod and the watch made contact, electricity crackling along Kelly's arm. The Omnitrix slowly lifted from her arm, until it came off completely and was thrown away as well.

Kelly then dropped the rod and sighed. Then she suddenly cried out and held her head tightly in her hands. She could feel Cirrhon trying to force himself back into control, his rage building. Jen and Matt moved in and supported her while she struggled.

"Ben!" Kevin called out. He grabbed the green Omnitrix from the grass and tossed it over to the younger boy. Ben caught the watch and immediately strapped it back onto his wrist at last. Without even letting the voice on the Omnitrix finish making its statement, he began cycling through his alien forms. Making his selection, he transformed in a bright green flash. Jen saw that he had become some kind of robot creature. Then he suddenly shrank to a size too small to see.

Jen soon noticed a very tiny speck flying around near Kelly's face, before losing sight of it again. She turned her attention back to Kelly, worrying as her friend continued to suffer. Gwen and Kevin joined them and looked on.

"What's Ben doing?" Matt asked.

"Don't worry. He's done this before," Gwen assured him.

A few seconds later, Kelly stopped screaming. She was calm and quiet as she fell asleep from exhaustion. Jen and Matt laid her down on the grass to rest. Ben appeared again and reverted to normal.

"Well, here it is." He held out his hand, showing an incredibly small object. Matt looked closely at the object.

"Something that small can cause so much trouble," he said incredulously. Jen got up and inspected it too. Then she carefully picked it up, threw it to the ground, and stomped down on it.

"Good riddance."


	44. Finish

_===Disclaimer: I didn't own the Ben 10 series at the beginning of this story, and I still don't own it at the end. See? I knew that would be the case. :)===_

Chapter 44: Finish

Kelly's head felt a little fuzzy, but the pain was gone. She finally felt like she was the only one in there again. She could feel blades of grass under her hands. Opening her eyes, she saw a couple of blurry shapes. She opened them wider and blinked a couple times, then the shapes cleared up to reveal her friends sitting over her.

"Hey, Kelly," Matt greeted. "Feeling better?" Kelly nodded and sat up slowly. She looked over at Jen, who was tearing up. She then leaned over and hugged Kelly.

"I'm so glad you're back," Jen said as Kelly returned the hug. "I never should have trusted that creep. I should have just found a way to get rid of him from the beginning. I'm sorry."

"Jen, it's okay. It's not your fault." The two girls pulled apart. Kelly gave her friend a smile.

"So everything's fine now?" Ben asked. When Kelly looked over at him, she saw he had the Omnitrix on his wrist again. She nodded in response to his question. Gwen walked over and knelt down next to her. She held a hand up to Kelly's face and it began to glow as Gwen concentrated.

"No more trace of another presence," Gwen said when she was done.

"Well, now that this is all over with," Kevin said, "we should be expecting to see him in about... 5, 4, 3, 2..."

"What's he talking about?" Jen asked. As she finished speaking and Kevin finished counting, Azmuth materialized nearby. "Oh, right. Should've figured."

"I sensed a great surge of power." The old man looked to Ben. "And I see my creation has returned to its proper place." Ben smiled as he looked down at the Omnitrix. "Now, what happened to this other Omnitrix?"

"Oh, that's right," Jen remembered. Matt got up and walked over to where Kelly had thrown it earlier. He reached down and picked up the silver device, then went back to hand it to Azmuth. The small alien turned the relatively large watch around in his hands.

"Yes. This is very much of the same design as my own Omnitrix. Yet there are some notable differences."

"You mean the color," Kevin pointed out. "Yeah, we all kinda caught that."

"Not the color. More subtle things. Things you probably wouldn't be able to comprehend."

"Hey."

"What are you going to do with it?" Gwen asked him. Azmuth took a moment to think.

"Where is the previous owner? The one who brought it here?"

"In the Null Void," Jen answered. "I wouldn't give it back to him, though."

"No, I don't think it should be returned to him, either," he agreed. "I suppose I'll take it with me and study it. Who knows – maybe my counterpart had some better ideas than I that I could borrow."

"Nice," Kevin commented.

"I'll take good care of this one," Ben said. "I swear I won't let anyone steal it from me again." Azmuth nodded.

"See to it that you don't. I trust you with that. Don't make me rethink that decision." He turned to Jen. "And Jen. Thank you for taking care of the Omnitrix throughout its absence from Ben. Although you did let it switch hands at times..."

"Quite a bit, really," Kevin added before getting Gwen's elbow in his gut.

Azmuth continued, "...you did a good job for somebody new to using the device."

"I did what had to be done," she responded somewhat shyly.

"No need to be so humble," the old alien chuckled. "Well, I guess I'll be off, then. Good bye, everyone." The others said good bye, and Azmuth teleported away with the parallel Omnitrix.

"Can we go back to bed now?" Kevin moaned.

"Ooh! Yes!" Kelly exclaimed. "I _really_ want to go sleep in my cozy bed." Jen laughed, enjoying having her best friend back. After Ben made a quick phone call, Ship came flying in and landed for everybody to get on. They all then took off back for town.

* * *

The next day, everybody had gathered together at the Mr. Smoothy. Kelly was staring slack-jawed as Ben gulped down the last bit of his seventh smoothie.

"Where do you put it all?" she asked in amazement. Ben just grinned.

"So you guys are going to be leaving today?" Matt inquired.

"Yeah," Gwen answered. "There's probably something going on back home that we need to take care of."

"There usually seems to be," Julie agreed.

"I guess I'll have to get used to not having the Omnitrix any more," Jen said as she took a quick sip of her soda.

"I know how you feel," Ben sympathized, "it took me a little while to adjust when I removed it, too."

"That reminds me," Kevin started, "you owe me some serious cash, Tennyson."

"What? How do you figure?"

"Well, I paid a lot of money to get something to remove that Omnitrix. Now it was all a waste. Your watch, your fault."

"Kevin," Gwen sighed, while Kelly and Julie giggled.

"So what are _you_ guys gonna do?" Julie asked.

"I guess things will just go back to the way they were before I found the Omnitrix," Jen said.

"Well, except for knowing about aliens, and Matt's parents being space cops, and Matt's powers, and Matt's brother..." Kelly paused for a moment. "Wow, a lot has happened with Matt!"

"I guess I should see if Xain can get someone to come take that huge ship away from that field," Matt thought out loud.

"Or we could just take it," Kevin offered. "It'd be better than having to use Ship all the time." The small alien creature in Julie's lap growled at his remark.

"Well," Ben said, "I guess I'll go grab another smoothie, then we can head home." Everyone started saying their farewells while he left to make his order.

"Give us a call if you guys need anything," Gwen told the others. Jen nodded. Ben returned shortly, already slurping his treat. Then he, Gwen, Kevin, and Julie walked away as Jen and her friends waved good bye.

* * *

Three days later, the doorbell rang at Kelly's house.

"I got it!" Kelly shouted for her mother to hear. She ran up the basement steps and opened the door to find Jen, soaking wet. "Hi Jen," she said cheerily. She glanced up at the sky. "It's not raining..."

"It was for, like, five minutes just a second ago," Jen explained as she wrung out her hair. She came inside and followed Kelly downstairs. 'Whoa! What's with all the junk?" She was referring to a large pile of metal and other stuff over in the corner of the room.

"Oh, that. I guess that's leftover parts from Cirrhon's projects." Jen didn't want to hear that name again, and Kelly could tell. She changed the subject, "So it's been four days now. Miss the Omnitrix?"

"A little," Jen admitted. "Didn't even have it for a month, and I can still sorta feel it on my wrist. It's weird. And itchy." She scratched briefly. Kelly giggled.

"You seen Matt today?"

"I called him earlier. He was helping out his uncle with something. Said he wouldn't be able to hang out today."

"What about your family? Your parents know about anything yet?"

"No, just Luke. He said he wouldn't tell, but he _is_ a little disappointed that his big sister isn't a super hero anymore." Both girls laughed, then were silent for a bit.

"I know it might sound strange," Kelly spoke up, "but it's kind of boring without all the alien stuff going on."

"Yeah. It's like a whole new world opened up to us. And now it's just gone. Back to being normal kids again."

"At least there's more time for boys now," Kelly pointed out.

"Yeah. You got a point there." They then decided to make some popcorn and watch a movie on TV.

* * *

Once the movie was over, Jen left to go home for dinner. As she was walking, she stopped for a moment at the spot where the Omnitrix first appeared to her.

"What a crazy adventure," she sighed, reflecting back on everything that had happened over the last three and a half weeks. Suddenly, a bright glow came from the ground. Jen looked down to see Azmuth standing there, holding the Omnitrix from the other universe.

"Hello, Jen," he greeted her.

"Azmuth," she said with some surprise. "What are you doing here?"

"I've finished analyzing this Omnitrix, and I've learned quite a few things about it." Jen listened, wondering if he had only come to inform her of this. "Now the problem remains," the alien continued," that I have no actual use for such a device. It's too dangerous in the wrong hands, and I am too old to properly protect it." He lifted the watch up to Jen. "Would you like to take care of it for me?" Jen barely knew what to say.

"Wha- mu-... Yeah!" Her elation shone on her face. She paused for a moment and regained her composure. "I mean, yes. I can do that for you." Azmuth chuckled.

"I knew I could count on you. You've really proven yourself to be a fine user of the abilities of an Omnitrix." As Jen knelt down to accept the gift from him, Azmuth explained, "I have disabled the master control, however." He stopped there to gauge the girl's reaction.

"That's fine with me," she said. "I don't think I'm quite ready for all that power, anyway."

"Smart girl. I'm glad to hear that," Azmuth smiled. "I have programmed it with the ten aliens you had before, with exception of the Anodite. It was not in the code of this Omnitrix, and quite frankly, I don't understand how it managed to exist within my own. The Codon Stream shouldn't be able to..." Jen seemed confused at what he was talking about. "Well, anyway... Take care, Jen."

"Thank you," Jen said with much appreciation. She watched as Azmuth vanished once more. She then held up the silver Omnitrix, staring intently at it. She pulled up the left sleeve of her jacket and strapped the watch onto her wrist. It felt good to have something there again. Then she reached into her pocket and pulled out her cell phone. She quickly dialed, waited, then said excitedly, "Kelly. You're never gonna believe what just happened!"

* * *

_A/N: And thus comes the end of my first story ever. I had a lot of fun writing this, and I hope everyone enjoyed reading it. Thank you all for your reviews and questions. :) And keep an eye out for a sequel some time in the future. Thanks for reading._


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